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                                                                     EXHIBIT 3.3


                 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                      CONTINENTAL SOUTHERN RESOURCES, INC.

      Continental Southern Resources, Inc., a Nevada corporation (the
"Corporation"), does hereby certify that the holders of the Corporation's Series
B Preferred Stock have approved the following resolution of the Board of
Directors of the Corporation to amend and restate the Certificate of Designation
of Series B Preferred Stock to provide in its entirety as set forth below in
accordance with and as required by the provisions of Section 78.1955 of the
Nevada Revised Statutes.

      RESOLVED, that the Corporation hereby amends and restates the Certificate
of Designation of the Series B Preferred Stock to provide in its entirety as
follows:

      FIRST: Of the 10,000,000 shares of Preferred Stock, par value $0.001 per
share, authorized to be issued by the Corporation, 500,000 shares are hereby
designated as "Series B Preferred Stock." The rights, preference, privileges and
restrictions granted to and imposed upon the Series B Preferred Stock are as set
forth below:

      1.    Definitions. For purposes of this resolution, the following
            definitions shall apply:

            a)    "Board" shall mean the Board of Directors of the Corporation.

            b)    "Common Stock" shall mean the Common Stock, $0.001 par value
                  per share, of the Corporation.

            c)    "Common Stock Dividend" shall mean a stock dividend declared
                  and paid on the Common Stock that is payable in shares of
                  Common Stock.

            d)    "Distribution" shall mean the transfer of cash or property by
                  the Corporation to one or more of its stockholders without
                  consideration regardless of whether such transfer is in the
                  form of a dividend or otherwise (except a dividend in shares
                  of Corporation's stock), but not including Permitted
                  Repurchases (as defined below).

            e)    "Dividend Rate" shall mean $8.00 per share which is eight
                  percent (8%) of the Original Issue Price (as defined below)
                  per share per annum for the Series B Preferred Stock (as
                  defined below).

            f)    "Original Issue Date" shall mean the date on which the first
                  share of Series B Preferred Stock is issued by the
                  Corporation.

            g)    "Original Issue Price" shall mean $100.00 per share for the
                  Series B Preferred Stock.

            h)    "Permitted Repurchases" shall mean the repurchase by the
                  Corporation of shares of Common Stock held by employees,
                  officers, directors, consultants, independent contractors,
                  advisors, or other persons performing services for the
                  Corporation or any of its subsidiaries that are subject to a
                  stockholders agreement, restricted stock purchase agreements
                  or stock option agreements under which the Corporation has the
                  option to repurchase such shares:(i) at such holder's cost,
                  upon the occurrence of certain events, such as the termination
                  of employment or services or (ii) at any price pursuant to the
                  Corporation's exercise of a right of first refusal to
                  repurchase such shares.

            i)    "Series A Preferred Stock" shall mean the 8% Series A
                  Preferred Stock, $0.001 par value per share, of the
                  Corporation.

            j)    "Series B Preferred Stock" shall mean the 8% Series B
                  Preferred Stock, $0.001 per value per share, of the
                  Corporation.

      2.    Dividend Rights

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            a)    Dividend Preference. The holders of issued and outstanding
                  Series B Preferred Stock shall be entitled to receive, out of
                  any funds and assets of the Corporation legally available
                  therefore, cumulative dividends at the annual Dividend Rate
                  for the Series B Preferred Stock, prior and in preference to
                  the payment of any dividend or other Distribution on the
                  Common Stock (other than a Common Stock Dividend) and on
                  parity with the payment of any dividend or other Distribution
                  on the Series A Preferred Stock and any other series of
                  preferred stock which by its terms is pari passu with the
                  Series B Preferred Stock. Such dividends shall accrue on each
                  share of Series B Preferred Stock from the date on which such
                  share of Series B Preferred Stock is issued by the
                  Corporation, and shall accrue from day-to-day until paid,
                  whether earned or declared. Unless the full amount of any
                  accrued and unpaid cumulative dividends accrued on the Series
                  B Preferred Stock shall have been paid or declared in full and
                  a sum sufficient for the payment thereof reserved and set
                  apart, no dividend shall be paid or declared, and no
                  Distribution shall be made, on any Common Stock; provided,
                  however, that this restriction shall not apply to Permitted
                  Repurchases. All dividends shall be paid in cash, unless
                  otherwise mutually agreed upon by the holders of a majority of
                  the issued and outstanding shares of Series B Preferred Stock
                  and the Corporation.

            b)    Non-Cash Dividends. Whenever a dividend provided for in this
                  Section 2 shall be payable in property other than cash, the
                  value of such dividend or Distribution shall be deemed to be
                  the fair market value of such property as determined in good
                  faith by the Board.

      3.    Liquidation Rights. In the event of any liquidation, dissolution or
            winding up of the Corporation, whether voluntary or involuntary, the
            funds and assets of the Corporation that may be legally distributed
            to the Corporation's stockholders (the "Available Funds and
            Assets"), shall be distributed to stockholders in the following
            manner:

            a)    Liquidation Preferences. The holders of each share of Series B
                  Preferred Stock then outstanding shall be entitled to be paid,
                  out of the Available Funds and Assets, and prior and in
                  preference to any payment or distribution (or any setting
                  apart of any payment or distribution), of any Available Funds
                  and Assets on any shares of Common Stock, an amount per share
                  equal to the Original Issue Price of the Series B Preferred
                  Stock, plus all accrued but unpaid interest and dividends
                  thereon; provided, however, that, the all such payments or
                  distributions made to holders of the Series B Preferred Stock
                  shall be made on parity with any payments or distributions
                  made to the holders of the Series A Preferred Stock and any
                  other series of preferred stock which by its terms is pari
                  passu with the Series B Preferred Stock.

            b)    Non-Cash Consideration. If any assets of the Corporation
                  distributed to stockholders in connection with any
                  liquidation, dissolution, or winding up of the Corporation are
                  other than cash, then the value of such assets shall be their
                  fair market value as reasonably determined by the Board in
                  good faith, except that any securities to be distributed to
                  stockholders in a liquidation, dissolution, or winding up of
                  the Corporation shall be valued as follows:

                  (1)   The method of valuation of securities not subject to
                        investment letter or other similar restriction on free
                        marketability shall be as follows:

                           (i)      if the securities are then traded on a
                                    national securities exchange or the NASDAQ
                                    National Market System (or a similar
                                    national quotation system), then the value
                                    shall be deemed to be the average of the
                                    closing prices of the securities on such
                                    exchange or system over the 30-day period
                                    ending three (3) days prior to the
                                    distribution; and

                           (ii)     if actively traded over-the-counter, then
                                    the value shall be deemed to be the average
                                    of the closing bid prices over the 30-

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                                    day period ending three (3) days prior to
                                    the closing of such merger, consolidation or
                                    sale, and

                           (iii)    if there is no active public market , then
                                    the value shall be the fair market value
                                    thereof, as determined in good faith by the
                                    Board.

                  (2)   The method of valuation of securities subject to
                        investment letter or other restrictions on free
                        marketability shall be to make an appropriate discount
                        from the market value determined as above in Section
                        3(c)(1)(i),(ii) or (iii) to reflect the approximate fair
                        market value thereof, as reasonably determined in good
                        faith by the Board.

      4.    Voting. Except as required by law, the holders of each Series B
            Preferred Stock shall be entitled to vote on all matters upon which
            holders of Common Stock have the right to vote, and with respect to
            such vote shall vote together with the holders of Common Stock as a
            single class, shall be entitled to notice of any stockholders'
            meeting in accordance with the Bylaws of the Company, and shall be
            entitled to one vote per share of Series B Preferred Stock.

      5.    Redemption

            a)    Redemption Request. The Corporation may, upon approval of its
                  Board, redeem all or a portion of the outstanding shares of
                  Series B Preferred Stock. The Corporation shall redeem at the
                  Redemption Price (as provided for in Section 5(b) below) that
                  number of shares of Series B preferred Stock set forth in the
                  minutes or written consent of the Board approving such
                  redemption on the date fixed for redemption therein (the
                  "Redemption Date"). If at any time, any holders of any other
                  Series of Preferred Stock (other than the Series A Preferred
                  Stock and any other series which by its terms is a pari passu
                  or senior with the Series B Preferred Stock) or Common Stock
                  of the Corporation are entitled to have any of their shares
                  redeemed at the same time as outstanding shares of Series B
                  Preferred Stock are required to be redeemed hereunder, the
                  Corporation shall pay the applicable Redemption Price (as
                  provided for in Section 5(b) below) on shares of Series B
                  Preferred Stock prior to any other payment on or redemption of
                  the Corporation's other classes of capital stock, including
                  any other Series of Preferred Stock (other than the Series A
                  Preferred Stock and any other series which by its terms is
                  pari passu or senior with the Series B Preferred Stock) or
                  Common Stock.

            b)    Redemption Price. The redemption price per share of Series B
                  Preferred Stock (the "Redemption Price") shall be equal to the
                  Liquidation Preference thereof as described in Section 3(a)
                  plus all accrued and unpaid dividends thereon.

            c)    Insufficient Funds. If the Corporation on any Redemption Date
                  does not have sufficient funds legally available to redeem the
                  shares of Series B Preferred Stock for which redemption is
                  authorized pursuant to Section 5(a) hereof, then it shall,
                  prior to redeeming any other Series or class of the Company's
                  Preferred Stock (other than the Series A Preferred Stock and
                  other series which by its terms is pari passu or senior with
                  the Series B Preferred Stock) or Common Stock, to the maximum
                  lawful extent redeem such shares of Series B Preferred Stock
                  on a pro rata basis among the Series B Preferred Stock
                  stockholders in proportion to the number of shares held by
                  each of them, and shall redeem the remaining shares to be
                  redeemed as soon as sufficient funds are legally available.

            d)    Mechanics of Redemption. Each holder of outstanding shares of
                  Series B Preferred Stock shall promptly surrender the
                  certificate or certificates (or affidavit(s) of loss thereof)
                  representing such shares to the Corporation at the
                  Corporation's principal executive office, and thereupon the
                  Corporation shall pay the portion of the Redemption Price for
                  such shares to be paid as described in Section 5(a) hereof in
                  immediately available funds, by wire transfer to an account
                  designated by the holder

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                  of such shares or by certified or bank check payable to the
                  order of such holder. Each stock certificate surrendered for
                  redemption shall be canceled and retired.

            e)    Ranking. The redemption rights of the Series Preferred Stock
                  set forth in this Section 5 shall be pari passu with the
                  redemption rights of the Series A Preferred Stock in all
                  respects and, if the Corporation elects to redeem any shares
                  of Series A Preferred Stock at the same time that it elects to
                  redeem any shares of Series B Preferred Stock, then the
                  Corporation shall satisfy the redemption rights of the Series
                  A Preferred Stock and the Series B Preferred Stock on a pro
                  rata basis. At no time shall the Corporation redeem shares of
                  any other Series of Preferred Stock of the Corporation (other
                  than the Series A Preferred Stock and any other series which
                  by its terms is pari passu or senior with the Series B
                  Preferred Stock) or pay the applicable redemption price for or
                  make any other payment on shares of any other Series of
                  Preferred Stock of the Corporation (other than the Series A
                  Preferred Stock and any other series which by its terms is
                  pari passu or senior with the Series B Preferred Stock) to
                  holders of such other Series of Preferred Stock (other than
                  the Series A Preferred Stock and any other series which by its
                  terms is pari passu or senior with the Series B Preferred
                  Stock) so long as any shares of Series B Preferred Stock are
                  outstanding and have not been redeemed.

      6.    No Reissuance of Preferred Stock. No share or shares of Series B
            Preferred Stock acquired by the Corporation by reason of redemption,
            purchase, conversion or otherwise shall be reissued, and all such
            shares shall be canceled, retired and eliminated from the shares
            which the Corporation shall be authorized to issue.

      SECOND: That such determination of the designation, preferences and the
      relative, participating, optional or other rights, and the qualifications,
      limitations or restrictions thereof, relating to the Series B Preferred
      Stock, was duly made by the Board of Directors pursuant to the provisions
      of the Articles of Incorporation of the Corporation, and in accordance
      with the provisions of Section 78.1955 of the Nevada Revised Statutes and
      approved by the holders of the Series B Preferred Stock in accordance with
      and as required by the provisions of Section 78.1955 of the Nevada Revised
      Statutes.

            IN WITNESS WHEREOF, Stephen P. Harrington has caused this
      Designation to be executed this 26th day of February, 2004.

                                         Continental Southern Resources

                                         By: /S/  Stephen P. Harrington
                                             -----------------------------------
                                         Stephen P. Harrington
                                         Chief Executive Officer

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                                   DEAN HELLER
                               Secretary of State

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

CERTIFICATE OF CHANGE OF RESIDENT AGENT
AND/OR
LOCATION OF REGISTERED OFFICE

GENERAL INSTRUCTIONS FOR THIS FORM.             Above space for office use only

      1.    Please print legibly or type; Black Ink Only.

      2.    Complete all fields.

      3.    The Physical Nevada address of the resident agent must be set forth;
            PMB's are not acceptable.

      4.    Ensure that document is signed in signature fields.

      5.    Include the filing fee of $60.00

Continental Southern Resources, Inc.                 C897-2000
-----------------------------------------            ---------------
Name of Entity                                       File Number

The change below is effective upon the filing of this document with the
Secretary of State. Reason for change: (check one) [X] Change of Resident Agent
[ ] Change of Location of Registered Office The Former resident agent and/or
location of the registered office was:

Resident Agent: Nevada Corporate Headquarters, Inc.

Street No.: 101 Convention Center Dr. #700

City, State, Zip: Las Vegas, Nevada 89109

The resident agent and/or location of the registered office is changed to:

Resident Agent: The Corporation Trust Company of Nevada

Street No. 6100 Neil Road, Suite 500

City, State, Zip Reno, Nevada 89511

Optional Mailing Address: _________________________________________________

       NOTE: For an entity to file this certificate, the signature of one
                              officer is required.

              /s/ Stephen P. Harrington               President
       -------------------------------------------------------------------
                                     Signature/Title

           Certificate of Acceptance of Appointment by Resident Agent

I hereby accept the appointment as Resident Agent for the above-named business
entity.

         /s/  E.A. Wallace                                              2/26/04
---------------------------------------------------------------         --------
Authorized Signature of R.A. or On behalf of R.A Company                Date
E.A. Wallace
Assistant Secretary

               THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.