**Exhibit 3.4**

 

**CERTIFICATE OF AMENDMENTOF THECERTIFICATE OF INCORPORATIONOFNATHANIEL ENERGY CORPORATION**

 

(Pursuant to Section 242 of theGeneral Corporation Law of Delaware)

 

**NATHANIEL ENERGY CORPORATION,**a corporation organized and existing under and by virtue of the provisions ofthe General Corporation Law of the State of Delaware (the “corporation”),  **DOES HEREBYCERTIFY:**

 

**FIRST**:           Thename of the corporation is NathanielEnergy Corporation.  The corporationwas originally incorporated under the name Ajax Reinsurance Limited pursuant tothe General Corporation Law on the 18th day of January, 1996.

 

**SECOND**:      TheCertificate of Incorporation of the corporation is hereby amended to (i) increasethe number of shares of Common and Preferred Stock that the corporation shallbe authorized to issue, and (ii) provide authority of the Board ofDirectors of the corporation to determine rights and preferences of PreferredStock.

 

**THIRD**:          Article FOURTHof the Certificate of Incorporation of the corporation is hereby amended in itsentirety to read as follows:

 

“FOURTH:            (a)           Theaggregate number of shares of stock which the corporation shall have theauthority to issue is Two Hundred Ten Million (210,000,000), of which TwoHundred Million (200,000,000) shares shall be designated as Common Stock, witha par value of $.001, and Ten Million (10,000,000) shares shall be designatedas Preferred Stock, with a par value of

 

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$.001.

 

(b)           The Board of Directorshereby is vested with the authority to provide for the issuance of thePreferred Stock, at any time and from time to time, in one or more series, eachof such series to have such voting powers, designations, preferences andrelative participating, optional, conversion and other rights, and suchqualifications, limitations or restrictions thereon as expressly provided inthe resolution or resolutions duly adopted by the Board of Directors providingfor the issuance of such shares or series thereof. The authority which herebyis vested in the Board of Directors shall include, but not be limited to, theauthority to provide for the following matters relating to each series of thePreferred Stock:

 

(i)            The designation of anyseries.

 

(ii)           The number of sharesinitially constituting any such series.

 

(iii)          Theincrease, and the decrease to a number not less than the number of theoutstanding shares of any such series, of the number of shares constitutingsuch series theretofore fixed.

 

(iv)          Therate or rates and the times at which dividends on the shares of Preferred Stockor any series thereof shall be paid, and whether or not such dividends shall becumulative, and, if such dividends shall be cumulative, the date or dates fromand after which they shall accumulate.

 

(v)           Whether or not theshares of Preferred Stock or series thereof shall be redeemable, and, if suchshares shall be redeemable, the terms and conditions of such redemption,including, but not limited to, the date or dates upon or after which suchshares shall be redeemable and the amount per share which shall be payable uponsuch redemption, which amount may vary under different conditions and atdifferent redemption dates.

 

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(vi)          The amount payable onthe shares of Preferred Stock or series thereof in the event of the voluntaryor involuntary liquidation, dissolution or winding up of the corporation;provided, however, that the holders of shares ranking senior to other sharesshall be entitled to be paid, or to have set apart for payment, not less thanthe liquidation value of such shares before the holders of shares of the CommonStock or the holders of any other series of Preferred Stock ranking junior tosuch shares.

 

(vii)         Whether or not the sharesof Preferred Stock or series thereof shall have voting rights, in addition tothe voting rights provided by law, and, if such shares shall have such votingrights, the terms and conditions thereof, including but not limited to theright of the holders of such shares to vote as a separate class either alone orwith the holders of shares of one or more other class or series of PreferredStock and the right to have more than one vote per share.

 

(viii)        Whether or not a sinkingfund shall be provided for the redemption of the shares of Preferred Stock orseries thereof, and, if such a sinking fund shall be provided, the terms andconditions thereof.

 

(ix)           Whether or not apurchase fund shall be provided for the shares of Preferred Stock or seriesthereof, and, if such a purchase fund shall be provided, the terms andconditions thereof.

 

(x)            Whether or not theshares of Preferred Stock or series thereof shall have conversion privileges,and, if such shares shall have conversion privileges, the terms and conditionsof conversion, including but not limited to any provision for the adjustment ofthe conversion rate or the conversion price.

 

(xi)           Anyother relative rights, preferences, qualifications, limitations andrestrictions.”

 

**FOURTH:****             **Written consent to the foregoing amendment was given in accordancewith Section 228 of the General Corporation Law.

 

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**FIFTH:****          **The amendment was duly adopted pursuantto the provisions of Section 242 of the General Corporation Law.

 

**IN WITNESS WHEREOF**,this Certificate of Amendment of the Certificate of Incorporation has beenexecuted by the Chief Executive Officer of the Corporation on this 12th day of October,2005.

 
| ** ** | ** ** | **NATHANIEL ENERGY CORPORATION** |
|------------|------------|----------------------------------|
| ** ** | ** ** | ** **                       |
| ** ** |       | By:                              | /s/ George A.  Cretecos | ** ** |
| ** ** |       |                             | George A. Cretecos  Chief Executive Officer |

 

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