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                                                                     Exhibit 3.3

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                         KEY PRODUCTION COMPANY, INC.

     The undersigned Executive Vice President-Finance of Key Production Company,
Inc., a Delaware Corporation (the "Corporation"), DOES HEREBY CERTIFY:

1.   That the Board of Directors of the Corporation adopted at a meeting duly
called and held a resolution (i) setting forth a proposed amendment of the
Certificate of Incorporation of the Corporation, (ii) approving such amendment,
(iii) declaring such amendment advisable and (iv) recommending such amendment to
the stockholders of the Corporation for approval. The resolution setting forth
the proposed amendment is as follows:

     RESOLVED, that the Board of Directors hereby approves the amendment of
     Article II of the Certificate of Incorporation of the Corporation, which
     amendment increases the number of authorized shares of capital stock of the
     Corporation by authorizing a new class of preferred stock, par value $.01
     per share ("Preferred Stock"), of the Corporation and that the Board of
     Directors hereby proposes and declares to the stockholders of the
     Corporation the advisability of amending Article II and directs that such
     amendment be submitted to the stockholders of the Corporation for their
     consideration and approval, such amendment to be made by deleting Article
     II from the current Certificate of Incorporation of the Corporation and
     amending and restating Article II to be and to read in its entirety as
     follows:

                                  "ARTICLE II
                               AUTHORIZED SHARES

     Section 1. The total number of shares of stock that the Corporation shall
     have authority to issue is ___,000,000 shares, divided into the following
     classes: (i) 50,000,000 shares of common stock, par value $.25 per share
     ("Common Stock"), and (ii) __,000,000 shares of preferred stock, par value
     $.01 per share ("Preferred Stock").

     Section 2. Each holder of Common Stock shall be entitled to one vote for
     each share of such stock held, on all matters presented to stockholders.
     Cumulative voting shall not be allowed in the election of directors or for
     any other purpose.

     Section 3. The Board of Directors is authorized, subject to any limitations
     prescribed by law, to provide from time to time for the issuance of the
     shares of Preferred Stock in series, and by filing a certificate pursuant
     to the applicable law of the State of Delaware, to establish the
     characteristics of each series, including the following:
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     (i)    the number of shares of that series, which may subsequently be
     increased or decreased (but not below the number of shares of that series
     then outstanding) by resolution of the Board of Directors, and the
     distinctive designation thereof;

     (ii)   the voting powers, full or limited, if any, of the shares of that
     series and the number of votes per share;

     (iii)  the rights in respect of dividends on the shares of that series,
     whether dividends shall be cumulative and, if so, from which date or dates
     and the relative rights or priority, if any, of payment of dividends on
     shares of that series and any limitations, restrictions or conditions on
     the payment of dividends;

     (iv)   the relative amounts, and the relative rights of priority, if any,
     of payment in respect of shares of that series, which the holders of the
     shares of that series shall be entitled to receive upon any liquidation,
     dissolution or winding up of the Corporation;

     (v)    the terms and conditions (including the price or prices, which may
     vary under different conditions and at different redemption dates), if any,
     upon which all or any part of the shares of that series may be redeemed,
     and any limitations, restrictions or conditions on such redemption;

     (vi)   the terms, if any, of any purchase, retirement or sinking fund to be
     provided for the shares of that series;

     (vii)  the terms, if any, upon which the shares of that series shall be
     convertible into or exchangeable for shares of any other class, classes or
     series, or other securities, whether or not issued by the Corporation;

     (viii) the restrictions, limitations and conditions, if any, upon issuance
     of indebtedness of the Corporation so long as any shares of that series are
     outstanding; and

     (ix)   any other preferences and relative, participating, optional or other
     rights and limitations not inconsistent with law, this ARTICLE II or any
     resolution of the Board of Directors pursuant to this ARTICLE II.

     Section 4. Shares of Common Stock shall not carry preemptive rights."

2.   That the stockholders of the Corporation approved, adopted and consented to
such amendment in accordance with the provisions of Section 211 of the General
Corporation Law of the State of Delaware.

3.   That such amendment was duly adopted in accordance with the provisions of
Sections 242 and 211 of the General Corporation Law of the State of Delaware.
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     The undersigned, being the duly elected and currently acting General
Counsel and Corporate Secretary of Key Production Company, Inc., the Corporation
to which reference is made in this Certificate, does make this Certificate and
affirms and acknowledges, under penalties of perjury, that this Certificate is
the act and deed of the Corporation and that the facts stated herein are true.

Date: _____________, 2000

/s/
-----------------------------
General Counsel and
Corporate Secretary
Key Production Company, Inc.