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                                  EXHIBIT 3.10

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                  ARTICLES OF AMENDMENT BY BOARD OF DIRECTORS
                               TO THE CHARTER OF
                                 TENGASCO, INC.

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Pursuant to the provisions of Section 48-16-102 of the Tennessee Business
Company Act, the undersigned Company executes the following Certificate of
Amendment to its Charter.

1.       The name of the Company is Tengasco, Inc. (the "Company").

2.       The following resolution, establishing and designating a series of
         shares and fixing and determining the relative rights and preferences
         thereof was duly adopted by the Board of Directors of the Company on
         October 27, 1998, pursuant to authority vested in it by the Charter of
         the Company:

         WHEREAS, the Charter of the Company presently authorizes the issuance
of 25,000,000 shares of Preferred Stock, $.0001 par value per share, in one or
more series upon terms and conditions that are to be designated by the Board of
Directors; and

         WHEREAS, in order to accommodate a business purpose deemed proper by
the Board of Directors, the Board of Directors does hereby seek to provide for
the designation of a segment of the Company's Preferred Stock as "Series A 8%
Cumulative Convertible Preferred Stock;" and

         WHEREAS, the terms, conditions, voting rights, preferences,
limitations and special rights of the Series A 8% Cumulative Convertible
Preferred Stock in their entirety are as provided herein.

         NOW, THEREFORE, be it:

         RESOLVED, that a series of the class of authorized Preferred Stock,
$.0001 par value per share, of the Company hereinafter designated "Series A 8%
Cumulative Convertible Preferred Stock," be hereby created, and that the
designation and amount thereof and the voting powers, preferences and relative,
participating and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:

         Section 1.        Designation and Amount.

         The shares of such series shall be designated as the "Series A 8%
Cumulative Convertible Preferred Stock " (the "Series A Shares") and the number
of shares initially constituting such series shall be 250,000 which may be
issued in whole or fractional shares.

         Section 2.        Dividends and Distributions.

         (a) The holders of Series A Shares shall be entitled to receive
dividends at a rate of eight percent (8%) of the liquidation preference of $100
per share per annum, which shall be fully 


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cumulative, prior and in preference to any declaration or payment of any
dividend (payable other than in shares of common stock, $.0001 par value per
share, of the Company (the "Common Stock")) or other distribution on any other
class or series of Preferred Stock or the Common Stock of the Company. If the
dividends on the Series A Shares cannot legally be paid in full, dividends
shall be paid, to the maximum permissible extent, to the holders of the Series
A Shares, parri passu. The dividends on the Series A Shares shall accrue from
the date of issuance of each share and shall be payable quarterly with respect
to each calendar quarter on the fifteenth day of November, February, May and
August of each year (each a "Dividend Date"), commencing on November 15, 1998,
to the holders of record of the Series A Shares on the first day of the month
for each Dividend Date (each, a "Record Date"), except that if any such date is
a Saturday, Sunday or legal holiday (a "Non-Business Day") then such dividend
shall be payable on the next day that is not a Saturday, Sunday or legal
holiday on which banks in the State of Tennessee are permitted to be closed (a
"Business Day"). The dividends on the Series A Shares shall be payable only
when, as and if declared by the Board of Directors out of funds legally
available therefor. The amount of dividends payable for any period that is
shorter or longer than 30 days shall be computed on the basis of a 360-day year
of twelve 30-day months. All accrued but unpaid dividends shall accrue interest
after each Dividend Date at a rate of eight percent (8%) per annum (compounded
on a quarterly basis) from each Dividend Date, computed on the basis of a
360-day year of twelve 30-day months.

         (b) The holders of Series A Shares shall not be entitled to receive
any dividends or other distributions except as provided in this Certificate of
Designation of Series A Shares.

         Section 3.        Voting Rights.

         (a) Except as provided in paragraph (b) and by applicable law, the
holders of the Series A Shares shall have no voting rights.

         (b) If the Company shall fail to pay dividends in any two of six
consecutive quarters, the Company shall take such action as is necessary,
within 45 days of such occurrence, to appoint to the Board of Directors those
nominees of the holders of Series A Shares which shall constitute a majority of
the members of the Board of Directors and thereafter, the holders of the Series
A Shares shall be entitled to nominate and elect a majority of the members of
the Board of Directors in all elections of directors until all accrued and
unpaid dividends shall have been paid.

         Section 4.        Liquidation, Dissolution, Winding Up or Certain 
                           Mergers or Consolidations.

         If the Company shall adopt a plan of liquidation or of dissolution, or
commence a voluntary case under the federal bankruptcy laws or any other
applicable state or federal bankruptcy, insolvency or similar law, or consent
to the entry of an order for relief in any involuntary case under such law or
to the appointment of a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or of any substantial part of
its property, or make an assignment for the benefit of its creditors, or admit
in writing its inability to pay its debts generally as they become due and on
account of such event the Company shall liquidate, dissolve or wind up, or upon
any other liquidation, dissolution or winding up of the


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Company, or engage in a merger, plan of reorganization or consolidation in
which the Company is not the surviving Company, then and in that event, no
distribution shall be made to the holders of shares of capital stock, unless,
prior thereto, the holders of the Series A Shares shall have first received an
amount in cash or equivalent value in securities or other consideration equal
to the "Liquidation Preferences" thereof. If upon any liquidation, dissolution,
winding up, merger, plan of reorganization or consolidation, the amount so
payable or distributable does not equal or exceed the "Liquidation Preferences"
of the Series A Shares, then, and in that event, the amount of cash so payable,
and amount of securities or other consideration so distributable, shall be
shared ratably among the holders of the Series A Shares. For the purposes
hereof, the term "Liquidation Preference(s)" shall mean $100 per share with
respect to each of the Series A Shares, plus any and all accrued unpaid
dividends thereon.

         Section 5.        Conversion.

         (a) Right To Convert: Subject to the provisions for adjustment
hereinafter set forth, each Series A Share shall be convertible in the manner
hereinafter set forth into fully paid and nonassessable shares of Common Stock.
Commencing upon issuance, the Liquidation Preference ($100 per share) of each
Series A Share may, at the option of the holder thereof, be converted at a rate
(the "Conversion Rate") equal to $5.75 per share of Common Stock.

         (b)      Adjustments to Conversion Rate:

                  (i)      The following definitions shall apply for purposes of
this Section:

                           (A) "Options" shall mean rights,  options or
warrants to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.

                           (B) "Convertible Securities" shall mean any
evidences of indebtedness, shares or other securities convertible into or
exchangeable for Common Stock.

                           (C) "Additional Shares of Common Stock" shall mean
all shares of Common Stock issued (or, pursuant to Section 5(b)(iii), deemed
to be issued) by the Company after the Series A Original Issue Date (as
defined herein), other than shares of Common Stock issued or issuable:

                                    (i)     upon conversion of Series A Shares;

                                    (ii)    in a transaction described in 
Section 5(b)(vi);

                                    (iii)   pursuant to a stock grant, option
plan or purchase plan, other employee stock incentive program or agreement
approved by the Board of Directors;

                                    (iv)    pursuant to the terms of any stock
grant, option, warrant, employment agreement or other written obligation,
agreement or commitment to which the Company was a party as of the Series A
Original Issue Date (as defined herein) and which was disclosed in the
Company's filings with the Securities and Exchange Commission; or


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                                    (v)     by way of dividend or other  
distribution on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (i), (ii) (iii) or
(iv).

                           (D) "Series A Original Issue Date" shall mean the
date on which the first Series A Share was issued.

                  (ii) No Adjustment of Series A Share Conversion Rate: No
adjustment in the Conversion Rate shall be made in respect of the issuance of
Additional Shares of Common Stock unless the consideration per share for an
Additional Share of Common Stock issued or deemed to be issued by the Company
is less than the Conversion Rate in effect on the date of, and immediately
prior to, such issue.

                  (iii)    Deemed Issue of Additional Shares of Common Stock:

                           (A) Options  and  Convertible  Securities:  In the 
event the Company at any time or from time to time after the Series A Original
Issue Date shall issue any Options or Convertible Securities or shall fix a
record date for the determination of holders of any class of securities
entitled to receive any such Options or Convertible Securities, then the
maximum number of shares of Common Stock issuable upon the exercise of such
Options or, in the case of Convertible Securities and Options therefor, the
exercise of such Options and conversion or exchange of such Convertible
Securities shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the close of business on such record date, provided that Additional Shares
of Common Stock shall not be deemed to have been issued unless the
consideration per share (determined pursuant to Section 5(b)(v) hereof) of such
Additional Shares of Common Stock would be less than the Conversion Rate in
effect on the date of and immediately prior to such issue, or such record date,
as the case may be, and provided further that in any such case in which
Additional Shares of Common Stock are deemed to be issued:

                                    (i)   except as  provided in Section  
5(b)(iii)(A)(ii) hereof, no further adjustment in the Conversion Rate shall be
made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

                                    (ii) if such Options or Convertible
Securities by their terms provide, with the passage of time or otherwise, for
any change in the consideration payable to the Company, or change in the number
of shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof (other than under or by reason of provisions designed to protect
against dilution), the Conversion Rate computed upon the original issue thereof
(or upon the occurrence of a record date with respect thereto) and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease insofar
as it affects such Options or the rights of conversion or exchange under such
Convertible Securities; and


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                                    (iii) no readjustment pursuant to clause
(ii) above shall have the effect of increasing the Conversion Rate to an amount
which exceeds the lower of (1) the Conversion Rate on the original adjustment
date or (2) the Conversion Rate that would have resulted from any issuance of
Additional Shares of Common Stock between the original adjustment date and such
readjustment date.

                  (iv) Adjustment of Conversion Rate Upon Issuance of
Additional Shares of Common Stock: In the event the Company shall issue
Additional Shares of Common Stock without consideration or for a consideration
per share less than the Conversion Rate in effect on the date of and
immediately prior to such issue, then and in each such event the Conversion
Rate shall be reduced to a price (calculated to the nearest cent) determined by
multiplying such Conversion Rate by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
issue plus the number of shares of Common Stock which the aggregate
consideration received by the Company for the total number of Additional Shares
of Common Stock so issued would purchase at such Conversion Rate; and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issue plus the number of such Additional Shares of
Common Stock so issued.

                  (v) Determination of Consideration. For purposes of this
Section, the consideration received by the Company for the issuance of any
Additional Shares of Common Stock shall be computed as follows:

                           (A) Cash and Property: Such consideration shall:

                                    (i)   insofar as it consists of cash, be 
computed at the aggregate amount of cash received by the Company;

                                    (ii)  insofar as it consists of property
other than cash, be computed at the fair value thereof at the time of such
issue, as determined by the Board of Directors in the good faith exercise of
its reasonable business judgment; and

                                    (iii) in the event Additional Shares of
Common Stock are issued together with other shares or securities or other
assets of the Company for consideration which covers both, be the proportion of
such consideration so received, computed as provided in clauses (i) and (ii)
above, as determined by the Board of Directors in the good faith exercise of
its reasonable business judgment.

                           (B) Options and Convertible  Securities.  The 
consideration per share received by the Company for Additional Shares of Common
Stock deemed to have been issued pursuant to Section 5(b)(iii)(A), relating to
Options and Convertible Securities, shall be determined by dividing

                                    (i)   the total amount, if any, received or 
receivable by the Company as consideration for the issue of such Options or
Convertible Securities, plus the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such


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consideration) payable to the Company upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for
Convertible Securities and the conversion or exchange of such Convertible
Securities, by

                                    (ii) the maximum number of shares of Common
Stock (as set forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or the conversion or exchange of
such Convertible Securities.

                  (vi)     Other Adjustments.

                           (A)  Subdivisions, Combinations, or Consolidations of
Common Stock: In the event the outstanding shares of Common Stock shall be
subdivided, combined or consolidated, by stock split, stock dividend,
combination or like event, into a greater or lesser number of shares of Common
Stock, the Conversion Rate in effect immediately prior to such subdivision,
combination, consolidation or stock dividend shall, concurrently with the
effectiveness of such subdivision, combination or consolidation, be
proportionately adjusted.

                           (B) Reclassifications: In the case, at any time
after the date hereof, of any capital reorganization or any reclassification of
the stock of the Company (other than as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the Company with or into another person (other than a consolidation or
Merger (i) in which the Company is the continuing entity and which does not
result in any change in the Common Stock or (ii) which is treated as a
liquidation pursuant to Section 4(a) hereof), the Series A Shares shall, after
such reorganization, reclassification, consolidation or merger be convertible
into the kind and number of shares of stock or other securities or property of
the Company or otherwise to which such holder would have been entitled if
immediately prior to such reorganization, reclassification, consolidation or
merger such holder had converted its Series A Shares into Common Stock. The
provisions of this Section 5(b)(vi) shall similarly apply to successive
reorganizations, reclassifications, consolidations or mergers.

         (c) Fractional Shares. In lieu of any fractional shares to which the
holder of a Series A Share would otherwise be entitled upon conversion, the
Company shall pay cash equal to such fraction multiplied by the fair market
value of one share of Common Stock as determined by the Board of Directors in
the good faith exercise of its reasonable business judgment.

         (d) Miscellaneous:

                  (i)  All calculations under this Section 5 shall be made to
         the nearest cent or to the nearest one hundredth (1/100) of a share,
         as the case may be.

                  (ii) The holders of at least 50% of the outstanding Series A
         Shares shall have the right to challenge any determination by the
         Board of Directors of fair market value pursuant to this Section 5, in
         which case such determination of fair market value shall be made by an


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         independent appraiser selected jointly by the Board of Directors and
         the challenging parties, the cost of such appraisal to be borne
         equally by the Company and the challenging parties.

                  (iii) No adjustment in the Conversion Rate need be made if
         such adjustment would result in a change in such Conversion Rate of
         less than $0.01. Any adjustment of less than $0.01 which is not made
         shall be carried forward and shall be made at the time of and together
         with any subsequent adjustment which, on a cumulative basis, amounts
         to an adjustment of $0.01 or more in the Conversion Rate.

         (e) No Impairment. The Company will not, through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the taking of all
such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Series A Shares against impairment.

         (f) Reservation of Stock Issuable Upon Conversion. The Company shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Series A Shares, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding Series A
Shares. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
Series A Shares, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

         Section 6.        Reports as to Adjustments.

         Whenever the Conversion Rate or the type of securities, cash or other
property into which the Series A Shares may be converted is adjusted as
provided in Section 5 hereof, the Company shall promptly mail to the holders of
record of the outstanding Series A Shares at their respective addresses as the
same shall appear in the Company's stock records, a notice stating that the
Conversion Rate has been adjusted and setting forth the new number of shares of
Common Stock (or describing the new stock, securities, cash or other property)
into which each Series A Share is convertible as a result of such adjustment, a
brief statement of the facts requiring such adjustment and the computation
thereof and when such adjustment became effective.


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         Section 7.        Redemption.

         (a) All, but not less than all, of the Series A Shares may be redeemed
upon payment of $100 per Series A Share, plus accrued and unpaid dividends
thereon (the "Redemption Price"), at any time by the Company at its sole
discretion upon thirty (30) days' written notice to the holders of the Series A
Shares provided that: (i) the Company's shares of Common Stock shall be listed
for trading on a national securities exchange, the NASDAQ National Market
System or the NASDAQ SmallCap Market on the "Redemption Date" (as hereinafter
defined); (ii) the closing sale of the Company's Common Stock as reported on
such national securities exchange, NASDAQ National Market System or the NASDAQ
SmallCap Market shall have exceeded $11.50 for the sixty (60) consecutive
trading days preceding the date of the "Redemption Notice" (as hereinafter
defined); and (iii) the shares of Common Stock issuable upon conversion of the
Series A Shares shall be subject to an effective registration statement
permitting their resale under the Securities Act of 1933, as amended.

         (b) Notwithstanding the foregoing, one twentieth of the maximum number
of Series A Shares shall be redeemed, on January 1, April 1, July 1 and October
1 of each year while the Series A Shares remain outstanding, commencing on
October 1, 2003.

         (c) Any notice of redemption ("Redemption Notice") given by the
Company with respect to the Series A Shares shall be delivered by mail, first
class postage prepaid, to each holder of record (at the close of business on
the business day preceding the day on which notice is given) of the Series A
Shares, at the address last shown on the records of the Company for such holder
or given by the holder to the Company, for the purpose of notifying such holder
of the redemption to be effected. The Redemption Notice shall specify a date
(the "Redemption Date") not earlier than 30 days after the mailing of the
Redemption Notice on which the Series A Shares then outstanding shall be
redeemed and the place at which payment may be obtained, which shall be the
principal offices of the Company. The Redemption Notice shall call upon each
holder of Series A Shares to either (i) surrender to the Company, in the manner
and at the place designated, such holder's certificate or certificates
representing the Series A Shares to be redeemed or (ii) convert the Series A
Shares into Common Stock prior to the Redemption Date in accordance with the
provisions of Section 5 above. If the Company elects to redeem shares pursuant
to this Section 7 and defaults or fails to perform its redemption obligations
pursuant to this Section 7 in connection therewith, the holders of the Series A
Shares shall then have the absolute right to convert such Series A Shares into
Common Stock in accordance with the provisions of Section 5.

         (d) On the Redemption Date, the Company shall pay by cash or wire
transfer of immediately available funds to the person whose name appears on the
certificate or certificates of the Series A Shares that (i) shall not have been
converted pursuant to Section 5 hereof and (ii) shall have been surrendered to
the Company in the manner and at the place designated in the Redemption Notice,
the Redemption Value, and thereupon each surrendered certificate shall be
canceled.

         (e) If the funds of the Company legally available for redemption of
the Series A Shares are insufficient to redeem the total number of Series A
Shares outstanding on the Redemption Date, the Series A Shares shall be
redeemed (on a pro rata basis from the holders of the Series A 


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Shares, from time to time), to the extent the Company is legally permitted to
do so, and the redemption obligations of the Company hereunder will be a
continuing obligation until the Company's redemption of all of the Series A
Shares.

         (f) From and after the Redemption Date, unless there shall have been a
default in payment of the Redemption Value, all rights of the holders of the
Series A Shares (except the right to receive the Redemption Value subsequent to
the Redemption Date upon surrender of their certificate or certificates) shall
cease with respect to such shares, and such shares shall not thereafter be
transferred on the books of the Company or be deemed to be outstanding for any
purpose whatsoever.

         Section 8.        Reacquired Shares.

         Any Series A Shares converted, purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and canceled promptly after
the acquisition thereof, and, if necessary to provide for the lawful purchase
of such shares, the capital represented by such shares shall be reduced in
accordance with the Tennessee Business Company Act. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
$.0001 par value, of the Company and may be reissued as part of another series
of Preferred Stock, $.0001 par value, of the Company.

         The resolution was adopted by the Board of Directors by written
consent as of October 27, 1998, at which a quorum was present throughout.

3.       The Charter of the Company is amended so that the designation and
         number of shares of each class and series acted upon in the
         resolution, and the relative rights, preferences and imitations of
         each such class and series are as stated in the resolution.

                                              Tengasco, Inc.


                                               /s/ Robert M. Carter
                                              -----------------------------
                                              Name:  Robert M. Carter
                                              Title: President


                                               /s/ Elizabeth Wendelken
                                              ------------------------------
                                              Name:  Elizabeth Wendelken
                                              Title: Secretary


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