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                                                                     EXHIBIT 3.5

                                   DEAN HELLER
                               Secretary of State
[SEAL] 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684
5708 Website: secretaryofstate.biz

IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING THIS FORM

                                              Above space if for office use only

                            CERTIFICATE OF WITHDRAWAL
                          TO CERTIFICATE OF DESIGNATION
                         FOR NEVADA PROFIT CORPORATIONS
                          (PURSUANT TO NRS 78.1955(6))

1. Name of corporation:    Endeavour International Corporation
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2. Following is the resolution by the board of directors authorizing the
withdrawal of Certificate of Designation establishing the classes of series of
stock:

   See attached Exhibit A regarding Elimination of Series A Preferred Stock.
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3. No shares of the class or series of stock being withdrawn are outstanding.

4. Officer Signature:         /s/ Don Teague
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                              H. Don Teague, Executive Vice President -
                              Administration, General Counsel and Secretary

FILING FEE: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

      THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE
SCHEDULE.

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                       ENDEAVOUR INTERNATIONAL CORPORATION

                             (A NEVADA CORPORATION)

                      RESOLUTIONS OF THE BOARD OF DIRECTORS

ELIMINATION OF SERIES A PREFERRED STOCK

      WHEREAS, in connection with the NSNV Merger, the Company entered into a
Purchase and Sale Agreement dated February 26, 2004, by and between the Company
and CSOR Preferred Liquidation, LLC, whereby the Company acquired all of the
Company's outstanding Series A Preferred Stock, par value $.001 per share (the
"SERIES A PREFERRED STOCK"), and certain shares of the Company's Series B
Preferred Stock in exchange for certain specified non-core assets of the
Company;

      WHEREAS, there are no shares of Series A Preferred Stock currently
outstanding; and

      WHEREAS, the Company desires to (i) eliminate such Series A Preferred
Stock and (ii) withdraw the Amended and Restated Certificate of Designation of
Series A Preferred Stock of the Company, from its Articles of Incorporation, as
amended, and deems such elimination and withdrawal to be in the best interest of
the Company.

      NOW, THEREFORE, BE IT RESOLVED, that the Company's Series A Preferred
Stock be, and hereby is, eliminated and the Amended and Restated Certificate of
Designation of Series A Preferred Stock of the Company be, and hereby is
withdrawn and removed from the Company's Articles of Incorporation, as amended,
pursuant to Section 78.1955 of the Nevada Revised Statutes ("NRS"); and

      RESOLVED FURTHER, that each Company's Proper Officers, be, and each of
them hereby is severally authorized, empowered and directed, for, in the name
and on behalf of the Company, to execute and cause to be filed with such
governmental authorities required by applicable law a Certificate of Withdrawal
of Certificate of Designation eliminating the Company's Series A Preferred
Stock, and that the former authorized shares of Series A Preferred Stock be
restored to the status of authorized but unissued shares of the Company's
Preferred Stock.

GENERAL AUTHORITY AND RATIFICATION

      RESOLVED, that the Proper Officers be, and they hereby are, severally
authorized and directed, on behalf of the Company, to execute, acknowledge,
deliver and file such other documents and to take such actions as they may deem
necessary or appropriate to effect the intent and accomplish the purposes of the
foregoing recitals and resolutions; and

      RESOLVED FURTHER, that any lawful act heretofore taken by any officer of
the Company in connection with the matters contemplated in the foregoing
recitals and resolutions be, and it hereby is, in all respects accepted,
adopted, approved and ratified as an act of the Company.