RESTATED ARTICLES OF INCORPORATION,
                               WITH AMENDMENTS, OF

                             TAURUS PETROLEUM, INC.

     FIRST: Pursuant to Section 7-2-112 of the Colorado Revised Statutes, Taurus
Petroleum,  Inc., originally incorporated under the name Taurus Oil Corporation,
whose  Articles  of  Incorporation  were  originally filed with the Secretary of
State  of Colorado on April 26, 1977 and amended on May 27, 1977, June 26, 1980,
December  21, 1982 and November 19, 1984, adopts the following Restated Articles
                       -----------
of  Incorporation,  with Amendments, which shall supersede the original Articles
of  Incorporation  and  all  amendments  thereto:

                                    ARTICLE I

                                      NAME

                    The corporate name of our corporation is:

                             TAURUS PETROLEUM, INC.

                                   ARTICLE II

                               NATURE OF BUSINESS

     The  nature of the business of the corporation and the objects and purposes
to  be  transacted  and  promoted  or  carried  on  by  it  are  as  follows:

     1.     To  engage  in the oil and gas business including but not limited to
the  leasing  of mineral interests, exploration, drilling, producing, marketing,
selling,  gathering,  processing, distributing, or otherwise dealing in and with
petroleum, minerals, natural gas, hydrocarbons, oil shale, metals, and any other
valuable  substances  of  every  kind  and  to establish and maintain a drilling
business  with  authority  to  own  and operate drilling rigs, machinery, tools,
equipment,  and  any  other  item  or  apparatus necessary to or incident to the
boring  or  sinking of wells for production of oil, gas, and such other minerals
and for mining or otherwise extracting any valuable substance from the earth; to
acquire  by  purchase or lease interest or in any other legal manner such lands,
rights-of-way,  easements  or  other  property  and  rights as may be necessary,
useful  or proper in the conduct of said business; and generally to do all other
and  further  acts  and  to  own,  acquire,

<PAGE>

hold,  use,  mortgage  and  dispose  of  real  and  personal  property as may be
necessary  or  convenient  in  pursuit  of  the  foregoing.

     2.     To  engage  in  the  production,  development,  exploration,  sale,
purchase  or  distribution  of  energy  in  any  form  whatsoever.

     3.     To  make, manufacture, alter, repair, buy, sell, distribute and deal
in  minerals,  metals, goods, wares and merchandise of every kind in any and all
materials  or articles required for or useful in connection with the carrying on
of  business  of  the  corporation.

     4.     To  carry  on any other lawful business whatsoever which may seem to
the  corporation  capable  of  being  carried on in connection with the above or
calculated  directly or indirectly to promote the interest of the corporation or
to  enhance the value of its properties; and to have, enjoy and exercise all the
rights,  purposes  and  privileges  which  are  now  or  which  may hereafter be
conferred  upon  corporations  organized  under the present laws of the State of
Colorado  or  as  such laws may be amended to grant any further rights, purposes
and  privileges.

                                   ARTICLE III

                                TERM OF EXISTENCE

     The  term  of  existence  of  this  corporation  shall  be  perpetual.

                                   ARTICLE IV

                                     POWERS

     In  furtherance of the foregoing purposes and in furtherance of the conduct
of  all of its business and affairs, the corporation shall have and may exercise
all  the  rights,  powers  and  privileges  now  or  hereafter  conferred  upon
corporations  organized  under  the  laws of the State of Colorado and all other
rights,  powers  and  privileges  of  any  kind  whatever.

                                ARTICLE V CAPITAL

     The  aggregate number of shares which this corporation shall have authority
to  issue is thirty million (30,000,000) shares with no par value which shall be
designated  as  common

                                       -2-
<PAGE>

stock.  No  share  shall  be  issued  until  it  has been paid for, and it shall
thereafter  be  nonassessable.

                                   ARTICLE VI

                                  SHAREHOLDERS

     Meetings  of  shareholders may be held at such time and place as the Bylaws
shall  provide.  One-third  of  the  shares  entitled  to  vote  or such greater
percentages  as provided in the Bylaws, represented in person or by proxy, shall
constitute  a  quorum  at  any  meeting  of  the  shareholders.

                               ARTICLE VII VOTING

     Cumulative  voting  shall  not  be  allowed in voting shares of the capital
stock  of  the  corporation.

                                  ARTICLE VIII

          RIGHTS OF DIRECTORS AND OFFICERS TO CONTRACT WITH CORPORATION

     Any  of  the  directors  or  officers of this corporation shall not, in the
absence  of  actual  fraud,  be  disqualified  by  his  office  from  dealing or
contracting  with the corporation either as vendor, purchaser, or otherwise, nor
shall  any  firm, association or corporation of which he shall be a member or in
which  he  may  be  pecuniarily  interested  in  any  manner be disqualified. No
director  or  officer nor any firm, association, or corporation with which he is
connected  as  aforesaid  shall  be liable to account to this corporation or its
stock-holders  for any profit realized by him from or through any transaction or
contract, it being the express purpose and intent of this article to permit this
corporation  to buy from, sell to, or otherwise deal with partnerships, firms or
corporations of which the directors and officers of this corporation, or any one
or  more  of them may be members, directors or officers, or in which they or any
of  them may have pecuniary interests; and the contracts of this corporation, in
the  absence  of  actual fraud, shall not be void or voidable or affected in any
manner  by  reason  of  any  such  membership.

                                       -3-
<PAGE>

                                   ARTICLE IX

                                    DIRECTORS

     The  management  and  control  of  the affairs of this corporation shall be
vested  in  a Board of not less than three (3) nor more than nine (9) Directors,
and  the  Board  of  Directors, as from time to time constituted, shall have the
right  to  alter  the  size  of  the Board of Directors within the limits herein
prescribed.

     The  Board  of  Directors is expressly authorized to make, alter, amend and
repeal  such  Bylaws of the corporation for the government and management of the
affairs of said corporation as to them shall seem proper and necessary, and also
to  hold  meetings  beyond  the  limits  of  the  State  of  Colorado.

     The  Board  of  Directors,  by  majority vote of the whole Board, may sell,
lease, exchange and/or convey all of the property and assets of the corporation,
including  its  good will, for such consideration or considerations as its Board
of Directors shall deem expedient and for the best interests of the corporation,
and  such  consideration  or  considerations  may consist in whole or in part of
shares  of  stock  in  and/or  other  securities  of  any  other  corporation or
corporations.

                                    ARTICLE X

                        CORPORATE OPPORTUNITIES DOCTRINE

     The officers, directors and other members of management of this corporation
shall  be  subject to the doctrine of corporate opportunities only insofar as it
applies  to  business  opportunities  in which this corporation has expressed an
interest as determined from time to time by the corporation's Board of Directors
as  evidenced  by  resolutions appearing in the corporation's Minutes. When such
areas  of  interest  are delineated, all such business opportunities within such
areas  of  interest  which  come to the attention of the officers, directors and
other  members  of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business  opportunity  presented  to  it and thereafter any officer, director or
other  member  of  management  may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of  interest,  the  officers,  directors and other members of management of this
corporation  shall  be free to engage in such areas of interest on their own and
this  doctrine  shall not limit the rights of any officer, director or any other
member  of  management  of  this  corporation

                                       -4-
<PAGE>

to  continue a business existing prior to the time that such area of interest is
designated by this corporation. This provision shall not be construed to release
any  employee  of  corporation  (other  than  an  officer, director or member of
management)  from  any  duties  which  he  may  have  to  the  corporation.

                                   ARTICLE XI

                                 INDEMNIFICATION

     (A)     The corporation shall indemnify any person who was or is a party or
is  threatened  to  be  made  a  party  to any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other  than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent  of the corporation or of any Predecessor to this corporation or is or was
serving  at  the  request  of  the corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust, or
other  enterprise, against expenses (including attorney fees), judgments, fines,
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with such action, suit, or proceeding, if he acted in good faith and
in  a  manner  he  reasonably  believed  to  be  in  the  best  interests of the
corporation  or of any Predecessor to this corporation, as the case may be, and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his  conduct  was  unlawful.  The  termination  of any action, suit, or
proceeding  by judgment, order, settlement, or conviction or upon a plea of nolo
contendere  or  its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be  in  the  best  interests  of  the  corporation or of any Predecessor to this
corporation,  as  the  case  may be, and, with respect to any criminal action or
proceeding,  had  reasonable  cause  to  believe  his  conduct  was  unlawful.

     (B)     The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action
or  suit  by  or  in  the right of the corporation or of any Predecessor to this
corporation  to procure a judgment in its favor by reason of the fact that he is
or  was  a director, officer, employee, fiduciary or agent of the corporation or
of  any  Predecessor  to this corporation or is or was serving at the request of
the  corporation as a director, officer, employee, fiduciary or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise against
expenses  (including  attorney  fees)  actually

                                       -5-
<PAGE>

and  reasonably  incurred by him in connection with the defense or settlement of
such  action  or  suit  if  he acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation or of any Predecessor to
this  corporation,  as  the case may be; but no indemnification shall be made in
respect of any claim, issue, or matter as to which such person has been adjudged
to  be liable for negligence or misconduct in the performance of his duty to the
corporation  or  of  any  Predecessor  to  this corporation, as the case may be,
unless  and  only  to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but  in  view  of  all  circumstances  of  the  case,  such person is fairly and
reasonably  entitled to indemnification for such expenses which such court deems
proper.

     (C)     To  the  extent  that  a  director, officer, employee, fiduciary or
agent  of  the  corporation  or  of any Predecessor to this corporation has been
successful  on the merits in defense of any action, suit, or proceeding referred
to in (A) or (B) of this Article XI or in defense of any claim, issue, or matter
therein,  he  or  she  shall be indemnified against expenses (including attorney
fees)  actually  and  reasonably  incurred  by  him  in  connection  therewith.

     (D)     Any  indemnification  under  (A)  or (B) of this Article XI (unless
ordered  by a court) and as distinguished from (C) of this Article shall be made
by  the corporation only as authorized in the specific case upon a determination
that  indemnification  of the director, officer, employee, fiduciary or agent is
proper in the circumstances because he or she has met the applicable standard of
conduct  set  forth in (A) or (B) above. Such determination shall be made by the
board  of  directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to such action, suit, or proceeding, or, if such a quorum is
not obtainable or, even if obtainable, if a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in  a  written  opinion,  or  by  the
shareholders.

     (E)     Expenses (including attorney fees) incurred in defending a civil or
criminal  action,  suit, or proceeding may be paid by the corporation in advance
of  the  final  disposition of such action, suit, or proceeding as authorized in
(C)  or (D) of this Article XI upon receipt of an undertaking by or on behalf of
the  director, officer, employee, fiduciary or agent to repay such amount unless
it  is  ultimately  determined  that  he  is  entitled  to be indemnified by the
corporation  as  authorized  in  this  Article  XI.

     (F)     The indemnification provided by this Article XI shall not be deemed
exclusive  of  any  other  rights  to  which

                                       -6-
<PAGE>

those  indemnified  may  be  entitled  under  any  bylaw,  agreement,  vote  of
shareholders  or  disinterested  directors,  or  otherwise,  and  any  procedure
provided for by any of the foregoing, both as to action in his official capacity
and  as  to  action  in  another  capacity  while holding such office, and shall
continue  as  to  a  person  who has ceased to be a director, officer, employee,
fiduciary  or  agent  and  shall  inure  to the benefit of heirs, executors, and
administrators  of  such  a  person.

     (G)     The  corporation  may  purchase and maintain insurance on behalf of
any  person  who  is or was a director, officer, employee, fiduciary or agent of
the  corporation or who is or was serving at the request of the corporation as a
director,  officer,  employee,  fiduciary  or  agent  of  another  corporation,
partnership,  joint  venture,  trust,  or other enterprise against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status  as  such,  whether  or  not the corporation would have the power to
indemnify  him  against  such  liability  under  provisions  of this Article XI.

     (H)     The  corporation  shall  indemnify any director, officer, employee,
fiduciary  or agent of the corporation or of any Predecessor to this corporation
in  any  dispute  arising  prior  to  the  adoption  of  this  Article XI by the
shareholders  under  the  terms and conditions of the indemnification provisions
set  forth  above.

     (I)     For  purposes of this Article XI, the term "Predecessor" shall mean
Taurus  Oil  Corporation,  Methane Gas Company, Inc., and any partnership, joint
ventures  or  other  entities  in  which  Taurus  Oil Corporation or Methane Gas
Company,  Inc.  served  as  a general partner, joint venturer or owner of 10% or
more  of  the  ownership  interests  of  such  entity.

                                   ARTICLE XII

                                REGISTERED AGENT

The  current  registered  agent  and  office is Gayle S. Higbee, 717 Seventeenth
Street,  Suite1310,  Denver,  Colorado  80202.

                                  ARTICLE XIII

                                PLACE OF BUSINESS

     The  principal  office and books of the company are kept at 717 Seventeenth
Street, Suite 1310, Denver, Colorado 80202. This corporation is created for, but
not  limited  to,  the  purpose  of  carrying on most of its business within the
limits  of

                                       -7-
<PAGE>

this  state.  Any  original  stock  ledger  and books required to be kept by the
Colorado Revised Statutes, as amended, shall be kept and maintained in the State
of  Colorado.

                                   ARTICLE XIV

                                PREEMPTIVE RIGHTS

     No  holder  of  shares  of  the  common  stock  of the corporation shall be
entitled,  as  such, to any preemptive or preferential right to subscribe to any
unissued  or  treasury  stock  of any class or to any other securities which the
corporation  may now or hereafter be authorized to issue. The Board of Directors
of the corporation, however, in its discretion by resolution, may determine that
any unissued or treasury stock or securities of the corporation shall be offered
for  subscription  solely  to  the  holders  of  the  common  stock,  which  the
corporation  may  now  or  hereafter be authorized to issue, in such proportions
based  on  stock  ownership  as  said  Board  in  its  discretion may determine.

     The  Board  of Directors may cause the corporation to enter into agreements
with  other persons restricting the transfer of any shares whether by giving the
corporation  or  any  other  person  a  "first right of refusal" to purchase the
shares,  and  the Board of Directors may also restrict the transfer of shares by
making  them  redeemable  or by restricting the transfer of the stock under such
terms  and  in  such  manner  as the directors may deem necessary and as are not
inconsistent  with  the  laws  of the State of Colorado. Any stock so restricted
must  carry a conspicuous legend noting the restriction and the place where such
restriction  may  be  found  in  the  records  of  the  corporation.

     The  judgment  of  the  Board  of  Directors  as  to  the  adequacy  of any
consideration  received  or to be received for any shares, options, or any other
securities  which the corporation at any time may be authorized to issue or sell
or  otherwise dispose of shall be conclusive in the absence of fraud, subject to
the  provisions  of  these  Articles  of  Incorporation  and any applicable law.

     In  consideration  of the issue by the corporation, and the purchase by the
holders  thereof,  of  shares  of the capital stock of the corporation, each and
every  present  and  future  holder  of  shares  of  the  capital  stock  of the
corporation  shall  be conclusively deemed, by acquiring or holding such shares,
to have expressly consented to all and singular the terms and provisions of this
Article  XIV.

                                       -8-
<PAGE>

     These  Restated  Articles of Incorporation, with Amendments, correctly sets
forth the provisions of the Articles of Incorporation, as amended, and have been
duly  adopted  as  required  by  law.

     SECOND:     The number of shares of the corporation outstanding at the time
of  such  adoption  was  16,239~465  and  the  number of shares entitled to vote
thereon  was  16t239t465

     THIRD:     The  designation  and number of outstanding shares of each class
entitled  to  vote  thereon  as  a  class  were  as  follows:  None.

     FOURTH:     The  number  of shares voted for the amendment to Article V was
9,928,770*;  and  the number of shares voted against such amendment was 132,146.
-----------                                                             --------
The number of shares voted for the amendment to Article XI was 9,928,770 and the
                                                               ---------
number of  shares  voted against such amendment was 132,146 The number of shares
                                                    -------
voted for the amendment to Article XIV was 9,928,770* ; and the number of shares
                                           ----------
voted  against  such  amendment  was  132,146
                                      -------

     FIFTH:     The number of shares of each class entitled to vote thereon as a
class  voted  for  and  against  such  amendment,  respectively,  was:  None.

     SIXTH:     The  manner,  if  not  set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment  shall  be  effected,  is  as  follows:  No  change.


     SEVENTH:     The  manner  in  which  such amendment effects a change in the
amount  of  stated  capital, and the amount of stated capital as changed by such
amendment,  is  as  follows:  No  change.


                                         TAURUS  PETROLEUM,  INC.

                                         By:  /S/  J. Joe  Mena
                                         ----------------------------------
                                                   J. Joe  Mena,  President

                                         By:  /S/  Gayle S. Higbee
                                         ------------------------------------
                                                   Gayle S. Higbee, Secretary

*The  United States Bankruptcy Act required no less than the affirmative vote of
66.67% of the total number of shares of Taurus Oil Corporation actually voted at
a  meeting  of  shareholders  held  for the purpose of voting for or against the
adoption  of  the  Restated  Articles  of  Incorporation.

                                       -9-

<PAGE>
The  undersigned,  J. Joe Mena, being first duly sworn, deposes and says that he
has  executed the foregoing Restated Articles of Incorporation, with Amendments,
on  and  in  behalf  of  the  corporation  and  that  he is the President of the
corporation  and  is  fully  authorized  to  file  such  document.

                                         By:  /S/  J. Joe  Mena
                                         ----------------------------------
                                                   J. Joe  Mena,  President

STATE  OF                    )
                             )   ss.
CITY  &  COUNTY  OF          )


Before  me,  Kathryn  Canfield  a  notary  public in aforesaid County and State,
             -----------------
personally  appeared J. Joe Mena and Gayle S. Rigbee, who acknowledged before me
that  they are President and Secretary, respectively, of Taurus Petroleum, Inc.,
a  Colorado corporation, and that they signed the foregoing Restated Articles of
Incorporation, with Amendments, as their free and voluntary act for the uses and
purposes  herein  set  forth,  and  that  the  facts contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 19th
                                                                            ----
day  of  November,  1984.
         --------

                         /s/  Kathryn  Canfield
                         ----------------------
                         Notary/Public


My  Commission  Expires:                 460  E.  Louisiana  Avenue
                                         --------------------------
June  17,  1985                          Denver,  CO  80210
---------------                          --------------------------
                                         Address
                                         --------------------------


                                      -10-


                       RESTATED ARTICLES OF INCORPORATION,
                               WITH AMENDMENTS, OF

                             TAURUS PETROLEUM, INC.

     FIRST: Pursuant to Section 7-2-112 of the Colorado Revised Statutes, Taurus
Petroleum,  Inc., originally incorporated under the name Taurus Oil Corporation,
whose  Articles  of  Incorporation  were  originally filed with the Secretary of
State  of Colorado on April 26, 1977 and amended on May 27, 1977, June 26, 1980,
December  21, 1982 and November 19, 1984, adopts the following Restated Articles
                       -----------
of  Incorporation,  with Amendments, which shall supersede the original Articles
of  Incorporation  and  all  amendments  thereto:

                                    ARTICLE I

                                      NAME

                    The corporate name of our corporation is:

                             TAURUS PETROLEUM, INC.

                                   ARTICLE II

                               NATURE OF BUSINESS

     The  nature of the business of the corporation and the objects and purposes
to  be  transacted  and  promoted  or  carried  on  by  it  are  as  follows:

     1.     To  engage  in the oil and gas business including but not limited to
the  leasing  of mineral interests, exploration, drilling, producing, marketing,
selling,  gathering,  processing, distributing, or otherwise dealing in and with
petroleum, minerals, natural gas, hydrocarbons, oil shale, metals, and any other
valuable  substances  of  every  kind  and  to establish and maintain a drilling
business  with  authority  to  own  and operate drilling rigs, machinery, tools,
equipment,  and  any  other  item  or  apparatus necessary to or incident to the
boring  or  sinking of wells for production of oil, gas, and such other minerals
and for mining or otherwise extracting any valuable substance from the earth; to
acquire  by  purchase or lease interest or in any other legal manner such lands,
rights-of-way,  easements  or  other  property  and  rights as may be necessary,
useful  or proper in the conduct of said business; and generally to do all other
and  further  acts  and  to  own,  acquire,

<PAGE>

hold,  use,  mortgage  and  dispose  of  real  and  personal  property as may be
necessary  or  convenient  in  pursuit  of  the  foregoing.

     2.     To  engage  in  the  production,  development,  exploration,  sale,
purchase  or  distribution  of  energy  in  any  form  whatsoever.

     3.     To  make, manufacture, alter, repair, buy, sell, distribute and deal
in  minerals,  metals, goods, wares and merchandise of every kind in any and all
materials  or articles required for or useful in connection with the carrying on
of  business  of  the  corporation.

     4.     To  carry  on any other lawful business whatsoever which may seem to
the  corporation  capable  of  being  carried on in connection with the above or
calculated  directly or indirectly to promote the interest of the corporation or
to  enhance the value of its properties; and to have, enjoy and exercise all the
rights,  purposes  and  privileges  which  are  now  or  which  may hereafter be
conferred  upon  corporations  organized  under the present laws of the State of
Colorado  or  as  such laws may be amended to grant any further rights, purposes
and  privileges.

                                   ARTICLE III

                                TERM OF EXISTENCE

     The  term  of  existence  of  this  corporation  shall  be  perpetual.

                                   ARTICLE IV

                                     POWERS

     In  furtherance of the foregoing purposes and in furtherance of the conduct
of  all of its business and affairs, the corporation shall have and may exercise
all  the  rights,  powers  and  privileges  now  or  hereafter  conferred  upon
corporations  organized  under  the  laws of the State of Colorado and all other
rights,  powers  and  privileges  of  any  kind  whatever.

                                ARTICLE V CAPITAL

     The  aggregate number of shares which this corporation shall have authority
to  issue is thirty million (30,000,000) shares with no par value which shall be
designated  as  common

                                       -2-
<PAGE>

stock.  No  share  shall  be  issued  until  it  has been paid for, and it shall
thereafter  be  nonassessable.

                                   ARTICLE VI

                                  SHAREHOLDERS

     Meetings  of  shareholders may be held at such time and place as the Bylaws
shall  provide.  One-third  of  the  shares  entitled  to  vote  or such greater
percentages  as provided in the Bylaws, represented in person or by proxy, shall
constitute  a  quorum  at  any  meeting  of  the  shareholders.

                               ARTICLE VII VOTING

     Cumulative  voting  shall  not  be  allowed in voting shares of the capital
stock  of  the  corporation.

                                  ARTICLE VIII

          RIGHTS OF DIRECTORS AND OFFICERS TO CONTRACT WITH CORPORATION

     Any  of  the  directors  or  officers of this corporation shall not, in the
absence  of  actual  fraud,  be  disqualified  by  his  office  from  dealing or
contracting  with the corporation either as vendor, purchaser, or otherwise, nor
shall  any  firm, association or corporation of which he shall be a member or in
which  he  may  be  pecuniarily  interested  in  any  manner be disqualified. No
director  or  officer nor any firm, association, or corporation with which he is
connected  as  aforesaid  shall  be liable to account to this corporation or its
stock-holders  for any profit realized by him from or through any transaction or
contract, it being the express purpose and intent of this article to permit this
corporation  to buy from, sell to, or otherwise deal with partnerships, firms or
corporations of which the directors and officers of this corporation, or any one
or  more  of them may be members, directors or officers, or in which they or any
of  them may have pecuniary interests; and the contracts of this corporation, in
the  absence  of  actual fraud, shall not be void or voidable or affected in any
manner  by  reason  of  any  such  membership.

                                       -3-
<PAGE>

                                   ARTICLE IX

                                    DIRECTORS

     The  management  and  control  of  the affairs of this corporation shall be
vested  in  a Board of not less than three (3) nor more than nine (9) Directors,
and  the  Board  of  Directors, as from time to time constituted, shall have the
right  to  alter  the  size  of  the Board of Directors within the limits herein
prescribed.

     The  Board  of  Directors is expressly authorized to make, alter, amend and
repeal  such  Bylaws of the corporation for the government and management of the
affairs of said corporation as to them shall seem proper and necessary, and also
to  hold  meetings  beyond  the  limits  of  the  State  of  Colorado.

     The  Board  of  Directors,  by  majority vote of the whole Board, may sell,
lease, exchange and/or convey all of the property and assets of the corporation,
including  its  good will, for such consideration or considerations as its Board
of Directors shall deem expedient and for the best interests of the corporation,
and  such  consideration  or  considerations  may consist in whole or in part of
shares  of  stock  in  and/or  other  securities  of  any  other  corporation or
corporations.

                                    ARTICLE X

                        CORPORATE OPPORTUNITIES DOCTRINE

     The officers, directors and other members of management of this corporation
shall  be  subject to the doctrine of corporate opportunities only insofar as it
applies  to  business  opportunities  in which this corporation has expressed an
interest as determined from time to time by the corporation's Board of Directors
as  evidenced  by  resolutions appearing in the corporation's Minutes. When such
areas  of  interest  are delineated, all such business opportunities within such
areas  of  interest  which  come to the attention of the officers, directors and
other  members  of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business  opportunity  presented  to  it and thereafter any officer, director or
other  member  of  management  may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of  interest,  the  officers,  directors and other members of management of this
corporation  shall  be free to engage in such areas of interest on their own and
this  doctrine  shall not limit the rights of any officer, director or any other
member  of  management  of  this  corporation

                                       -4-
<PAGE>

to  continue a business existing prior to the time that such area of interest is
designated by this corporation. This provision shall not be construed to release
any  employee  of  corporation  (other  than  an  officer, director or member of
management)  from  any  duties  which  he  may  have  to  the  corporation.

                                   ARTICLE XI

                                 INDEMNIFICATION

     (A)     The corporation shall indemnify any person who was or is a party or
is  threatened  to  be  made  a  party  to any threatened, pending, or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other  than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent  of the corporation or of any Predecessor to this corporation or is or was
serving  at  the  request  of  the corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust, or
other  enterprise, against expenses (including attorney fees), judgments, fines,
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection  with such action, suit, or proceeding, if he acted in good faith and
in  a  manner  he  reasonably  believed  to  be  in  the  best  interests of the
corporation  or of any Predecessor to this corporation, as the case may be, and,
with  respect  to  any criminal action or proceeding, had no reasonable cause to
believe  his  conduct  was  unlawful.  The  termination  of any action, suit, or
proceeding  by judgment, order, settlement, or conviction or upon a plea of nolo
contendere  or  its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be  in  the  best  interests  of  the  corporation or of any Predecessor to this
corporation,  as  the  case  may be, and, with respect to any criminal action or
proceeding,  had  reasonable  cause  to  believe  his  conduct  was  unlawful.

     (B)     The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action
or  suit  by  or  in  the right of the corporation or of any Predecessor to this
corporation  to procure a judgment in its favor by reason of the fact that he is
or  was  a director, officer, employee, fiduciary or agent of the corporation or
of  any  Predecessor  to this corporation or is or was serving at the request of
the  corporation as a director, officer, employee, fiduciary or agent of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise against
expenses  (including  attorney  fees)  actually

                                       -5-
<PAGE>

and  reasonably  incurred by him in connection with the defense or settlement of
such  action  or  suit  if  he acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation or of any Predecessor to
this  corporation,  as  the case may be; but no indemnification shall be made in
respect of any claim, issue, or matter as to which such person has been adjudged
to  be liable for negligence or misconduct in the performance of his duty to the
corporation  or  of  any  Predecessor  to  this corporation, as the case may be,
unless  and  only  to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but  in  view  of  all  circumstances  of  the  case,  such person is fairly and
reasonably  entitled to indemnification for such expenses which such court deems
proper.

     (C)     To  the  extent  that  a  director, officer, employee, fiduciary or
agent  of  the  corporation  or  of any Predecessor to this corporation has been
successful  on the merits in defense of any action, suit, or proceeding referred
to in (A) or (B) of this Article XI or in defense of any claim, issue, or matter
therein,  he  or  she  shall be indemnified against expenses (including attorney
fees)  actually  and  reasonably  incurred  by  him  in  connection  therewith.

     (D)     Any  indemnification  under  (A)  or (B) of this Article XI (unless
ordered  by a court) and as distinguished from (C) of this Article shall be made
by  the corporation only as authorized in the specific case upon a determination
that  indemnification  of the director, officer, employee, fiduciary or agent is
proper in the circumstances because he or she has met the applicable standard of
conduct  set  forth in (A) or (B) above. Such determination shall be made by the
board  of  directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to such action, suit, or proceeding, or, if such a quorum is
not obtainable or, even if obtainable, if a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in  a  written  opinion,  or  by  the
shareholders.

     (E)     Expenses (including attorney fees) incurred in defending a civil or
criminal  action,  suit, or proceeding may be paid by the corporation in advance
of  the  final  disposition of such action, suit, or proceeding as authorized in
(C)  or (D) of this Article XI upon receipt of an undertaking by or on behalf of
the  director, officer, employee, fiduciary or agent to repay such amount unless
it  is  ultimately  determined  that  he  is  entitled  to be indemnified by the
corporation  as  authorized  in  this  Article  XI.

     (F)     The indemnification provided by this Article XI shall not be deemed
exclusive  of  any  other  rights  to  which

                                       -6-
<PAGE>

those  indemnified  may  be  entitled  under  any  bylaw,  agreement,  vote  of
shareholders  or  disinterested  directors,  or  otherwise,  and  any  procedure
provided for by any of the foregoing, both as to action in his official capacity
and  as  to  action  in  another  capacity  while holding such office, and shall
continue  as  to  a  person  who has ceased to be a director, officer, employee,
fiduciary  or  agent  and  shall  inure  to the benefit of heirs, executors, and
administrators  of  such  a  person.

     (G)     The  corporation  may  purchase and maintain insurance on behalf of
any  person  who  is or was a director, officer, employee, fiduciary or agent of
the  corporation or who is or was serving at the request of the corporation as a
director,  officer,  employee,  fiduciary  or  agent  of  another  corporation,
partnership,  joint  venture,  trust,  or other enterprise against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status  as  such,  whether  or  not the corporation would have the power to
indemnify  him  against  such  liability  under  provisions  of this Article XI.

     (H)     The  corporation  shall  indemnify any director, officer, employee,
fiduciary  or agent of the corporation or of any Predecessor to this corporation
in  any  dispute  arising  prior  to  the  adoption  of  this  Article XI by the
shareholders  under  the  terms and conditions of the indemnification provisions
set  forth  above.

     (I)     For  purposes of this Article XI, the term "Predecessor" shall mean
Taurus  Oil  Corporation,  Methane Gas Company, Inc., and any partnership, joint
ventures  or  other  entities  in  which  Taurus  Oil Corporation or Methane Gas
Company,  Inc.  served  as  a general partner, joint venturer or owner of 10% or
more  of  the  ownership  interests  of  such  entity.

                                   ARTICLE XII

                                REGISTERED AGENT

The  current  registered  agent  and  office is Gayle S. Higbee, 717 Seventeenth
Street,  Suite1310,  Denver,  Colorado  80202.

                                  ARTICLE XIII

                                PLACE OF BUSINESS

     The  principal  office and books of the company are kept at 717 Seventeenth
Street, Suite 1310, Denver, Colorado 80202. This corporation is created for, but
not  limited  to,  the  purpose  of  carrying on most of its business within the
limits  of

                                       -7-
<PAGE>

this  state.  Any  original  stock  ledger  and books required to be kept by the
Colorado Revised Statutes, as amended, shall be kept and maintained in the State
of  Colorado.

                                   ARTICLE XIV

                                PREEMPTIVE RIGHTS

     No  holder  of  shares  of  the  common  stock  of the corporation shall be
entitled,  as  such, to any preemptive or preferential right to subscribe to any
unissued  or  treasury  stock  of any class or to any other securities which the
corporation  may now or hereafter be authorized to issue. The Board of Directors
of the corporation, however, in its discretion by resolution, may determine that
any unissued or treasury stock or securities of the corporation shall be offered
for  subscription  solely  to  the  holders  of  the  common  stock,  which  the
corporation  may  now  or  hereafter be authorized to issue, in such proportions
based  on  stock  ownership  as  said  Board  in  its  discretion may determine.

     The  Board  of Directors may cause the corporation to enter into agreements
with  other persons restricting the transfer of any shares whether by giving the
corporation  or  any  other  person  a  "first right of refusal" to purchase the
shares,  and  the Board of Directors may also restrict the transfer of shares by
making  them  redeemable  or by restricting the transfer of the stock under such
terms  and  in  such  manner  as the directors may deem necessary and as are not
inconsistent  with  the  laws  of the State of Colorado. Any stock so restricted
must  carry a conspicuous legend noting the restriction and the place where such
restriction  may  be  found  in  the  records  of  the  corporation.

     The  judgment  of  the  Board  of  Directors  as  to  the  adequacy  of any
consideration  received  or to be received for any shares, options, or any other
securities  which the corporation at any time may be authorized to issue or sell
or  otherwise dispose of shall be conclusive in the absence of fraud, subject to
the  provisions  of  these  Articles  of  Incorporation  and any applicable law.

     In  consideration  of the issue by the corporation, and the purchase by the
holders  thereof,  of  shares  of the capital stock of the corporation, each and
every  present  and  future  holder  of  shares  of  the  capital  stock  of the
corporation  shall  be conclusively deemed, by acquiring or holding such shares,
to have expressly consented to all and singular the terms and provisions of this
Article  XIV.

                                       -8-
<PAGE>

     These  Restated  Articles of Incorporation, with Amendments, correctly sets
forth the provisions of the Articles of Incorporation, as amended, and have been
duly  adopted  as  required  by  law.

     SECOND:     The number of shares of the corporation outstanding at the time
of  such  adoption  was  16,239~465  and  the  number of shares entitled to vote
thereon  was  16t239t465

     THIRD:     The  designation  and number of outstanding shares of each class
entitled  to  vote  thereon  as  a  class  were  as  follows:  None.

     FOURTH:     The  number  of shares voted for the amendment to Article V was
9,928,770*;  and  the number of shares voted against such amendment was 132,146.
-----------                                                             --------
The number of shares voted for the amendment to Article XI was 9,928,770 and the
                                                               ---------
number of  shares  voted against such amendment was 132,146 The number of shares
                                                    -------
voted for the amendment to Article XIV was 9,928,770* ; and the number of shares
                                           ----------
voted  against  such  amendment  was  132,146
                                      -------

     FIFTH:     The number of shares of each class entitled to vote thereon as a
class  voted  for  and  against  such  amendment,  respectively,  was:  None.

     SIXTH:     The  manner,  if  not  set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment  shall  be  effected,  is  as  follows:  No  change.


     SEVENTH:     The  manner  in  which  such amendment effects a change in the
amount  of  stated  capital, and the amount of stated capital as changed by such
amendment,  is  as  follows:  No  change.


                                         TAURUS  PETROLEUM,  INC.

                                         By:  /S/  J. Joe  Mena
                                         ----------------------------------
                                                   J. Joe  Mena,  President

                                         By:  /S/  Gayle S. Higbee
                                         ------------------------------------
                                                   Gayle S. Higbee, Secretary

*The  United States Bankruptcy Act required no less than the affirmative vote of
66.67% of the total number of shares of Taurus Oil Corporation actually voted at
a  meeting  of  shareholders  held  for the purpose of voting for or against the
adoption  of  the  Restated  Articles  of  Incorporation.

                                       -9-

<PAGE>
The  undersigned,  J. Joe Mena, being first duly sworn, deposes and says that he
has  executed the foregoing Restated Articles of Incorporation, with Amendments,
on  and  in  behalf  of  the  corporation  and  that  he is the President of the
corporation  and  is  fully  authorized  to  file  such  document.

                                         By:  /S/  J. Joe  Mena
                                         ----------------------------------
                                                   J. Joe  Mena,  President

STATE  OF                    )
                             )   ss.
CITY  &  COUNTY  OF          )


Before  me,  Kathryn  Canfield  a  notary  public in aforesaid County and State,
             -----------------
personally  appeared J. Joe Mena and Gayle S. Rigbee, who acknowledged before me
that  they are President and Secretary, respectively, of Taurus Petroleum, Inc.,
a  Colorado corporation, and that they signed the foregoing Restated Articles of
Incorporation, with Amendments, as their free and voluntary act for the uses and
purposes  herein  set  forth,  and  that  the  facts contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 19th
                                                                            ----
day  of  November,  1984.
         --------

                         /s/  Kathryn  Canfield
                         ----------------------
                         Notary/Public


My  Commission  Expires:                 460  E.  Louisiana  Avenue
                                         --------------------------
June  17,  1985                          Denver,  CO  80210
---------------                          --------------------------
                                         Address
                                         --------------------------


                                      -10-
<PAGE>
                                                                   Exhibit 3.1.2

                                    MAIL TO:
                           Colorado Secretary of State
                              Corporations Officer
                            1560 Broadway, Suite 200
                             Denver, Colorado  80202
                                 (303) 866-2361

                              ARTICLES OF AMENDMENT
                                     to the
                            ARTICLES OF INCORPORATION




     Pursuant  to  the  provisions  of  the  Colorado  Corporation  Code,  the
undersigned  corporation  adopts  the  following  Articles  of Amendments to its
Articles  of  Incorporation.

     FIRST:  The  name  of  the  corporation is (note 1)  Taurus Petroleum, Inc.
                                                          ----------------------

     SECOND,  The  following  amendment  to  the  Articles  of Incorporation was
adopted on June 12, 1986, as prescribed by the Colorado Corporation Code, in the
           --------   ---
manner  marked  with  an  X  below:

     ____  Such  amendment was adopted by the board of directors where no shares
have  been  issued

      xx   Such amendment was adopted by a vote of the shareholders.  The number
     ----
of  shares  voted  for  the  amendment  was  sufficient  for  approval.




                                    ARTICLE V

                                     CAPITAL

     The  aggregate number of shares which this corporation shall have authority
to issue is thirty million (30,000,000) shares of common stock. par value $0.001
per  share.  No  share  shall be issued until It has been paid for. and it shall
thereafter  be  nonassessable.















     THIRD:  The  manner,  if  not  set  forth  in  such amendment, in which any
exchange,  reclassification,  cancellation  of issued shares provided for in the
amendment  shall  be  effected,  is  as  follows:

                                    No  change.


     FOURTH:  The  manner in which such amendment effects a change in the amount
of  stated  capital,  and  the  amount  of  stated  capital  as  changed by such
amendment,  are  as follows:  The stated capital of the company would now be the
number  of outstanding shares times $0.001 or $4,801 at the date of this filing.
Stated  capital  at  March 31, 1986, was $1,513,447.  The difference between the
stated  capital  under  no  par  value at the data of this filing and the stated
capital  at  a  par  value  of $0.001 per share will be classified as additional
paid-in  capital.

                                           TAURUS  PETROLEUM,  INC.    (Note  1)
                                           -------------------------------------

                                           By:  /S/  J.  Joe  Mena
                                           -------------------------------------
                                                     J.  Joe  Mena

                                           and  /S/  Gayle  S.  Higbee (Note  2)
                                           -------------------------------------
                                                     Gayle  S.  Higbee

                                                                       (Note  3)
                                           -------------------------------------

     COMPUTER  UPDATE  COMPLETED
          HK

Note: 1.  Esset  corporate  name  of  corporation  adopting  the  Articles  of
          Amendments.  (If  this  is  a  change  of  name  amendment  the name
          before this amendment  is  filed)
      2.  Signature  and  titles  of  officers  signing  for  the  corporation.
      3.  Where  no  shares  have  been  issued,  signature  of  a  director.

<PAGE>
                                                                   Exhibit 3.1.3

                                    MAIL TO:
                           Colorado Secretary of State
                              Corporations Officer
                            1560 Broadway, Suite 200
                             Denver, Colorado  80202
                                 (303) 866-2361

                              ARTICLES OF AMENDMENT
                                     to the
                            ARTICLES OF INCORPORATION




     Pursuant  to  the  provisions  of  the  Colorado  Corporation  Code,  the
undersigned  corporation  adopts  the  following  Articles  of Amendments to its
Articles  of  Incorporation.

     FIRST:  The  name  of  the  corporation is (note 1)  Taurus Petroleum, Inc.
                                                          ----------------------

     SECOND,  The  following  amendment  to  the  Articles  of Incorporation was
adopted  on May 26, 1988, as prescribed by the Colorado Corporation Code, in the
            -------   ---
manner  marked  with  an  X  below:

     ___  Such  amendment  was adopted by the board of directors where no shares
          have been  issued

      x   Such amendment was adopted  by a vote of the shareholders.  The number
     ---
          of shares  voted  for  the  amendment  was  sufficient  for  approval.



     The following two amendments to the Articles of Incorporation were adopted:

     Article  V,  CAPITAL,  is  deleted  in  its  entirety  and the following is
inserted  in  lieu  thereof:

                                    ARTICLE V

                                     CAPITAL

The  aggregate  number  of shares which this corporation shall have authority to
issue is two hundred million (200,000,000) shares $.00l par value which shall be
designated as common stock. No share shall be issued until it has been paid for,
and  it  shall  thereafter  be  nonassessable.

     Paragraph (J) to Article XI, INDEMNIFICATION, has been added and shall read
as  follows:
ARTICLE  XI

     J)     To  the fullest extent permitted by the Colorado Corporation Code as
the same exists or may hereafter be amended, a director of the corporation shall
not  be  liable  to the corporation or its stockholders for monetary damages for
breach  of  fiduciary  duty  as  a  director.

     THIRD:  The  manner,  if  not  set  forth  in  such amendment, in which any
exchange,  reclassification,  cancellation  of issued shares provided for in the
amendment  shall  be  effected,  is  as  follows:

                                    No  change.


     FOURTH:  The  manner in which such amendment effects a change in the amount
of  stated  capital,  and  the  amount  of  stated  capital  as  changed by such
amendment,  are  as  follows:

                                    No  change.

                                           TAURUS  PETROLEUM,  INC.    (Note  1)
                                           -------------------------------------

                                           By:  /S/  J.  Joe  Mena
                                           -------------------------------------
                                                     J.  Joe  Mena

                                           and  /S/  Gayle  S.  Higbee (Note  2)
                                           -------------------------------------
                                                     Gayle  S.  Higbee

                                                                       (Note  3)
                                           -------------------------------------


Note: 1.  Esset  corporate  name  of  corporation  adopting  the  Articles  of
          Amendments.  (If  this  is  a  change  of  name  amendment  the name
          before this amendment  is  filed)
      2.  Signature  and  titles  of  officers  signing  for  the  corporation.
      3.  Where  no  shares  have  been  issued,  signature  of  a  director.

<PAGE>

                                                                   Exhibit 3.1.4


                           Mail to: Secretary of State
                              Corporations Section
                            1560 Broadway, Suite 200
                                Denver, CO 80202
                                 (303) 894-2251
                               Fax (303) 894-2242

MUST  BE  TYPED
FILING  FEE  $25.00
MUST  SUBMIT  TWO  COPIES

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION

Please  include  a  typed
self-addressed  envelope

Pursuant  to  the  Provisions  of  the  Colorado  Business  Corporation  Act the
undersigned  corporation adopts the follow Articles of Amendment to its Articles
of  incorporation:

FIRST:  The  name  of  the  corporation  is  Taurus  Petroleum,  Inc.,
                                             -------------------------

SECOND:  The following amendment to the Articles of Incorporation was adopted on
November  24,  1997,  as prescribed by the Colorado Business Corporation Act, in
-------------    ---
the  manner  marked  with  an  X  below:
--

____  No  shares  have been issued of Directors Elected-Action by Incorporators.

____  No  shares  have  been  issued  but Directors Elected-Action by Directors.

____  Such  amendment  was  adopted  by the board of directors where shares have
been  issued  and  shareholders  action  was  not  required.

 xx   Such  amendment  was  adopted by a vote of the shareholders. The number of
----
shares  voted  for  the  amendment  was  sufficient  for  approval.

                           See attached for amendments

THIRD:  If  changing  corporate  name, the new name of the corporation is Taurus
                                                                          ------
Entertainment  Companies, Inc.
------------------------------


FOURTH:  The  manner, if not set forth in such amendment, in which any exchange.
reclassification, or cancellation of issued shares provided for in the amendment
shall  be  effected,  is  as  follows:  Not  applicable

It these amendments are to have a delayed effective date, please list that date:
Not  applicable
---------------
            (Not to exceed ninety (90) days from the date of filing)

                                                Taurus  Petroleum,  Inc.
                                                ------------------------

                                      Signature ________________________________
                                      Title     ________________________________
                                                Stephen  E.  Fischer,  President

                                                                   Revised  7/95
<PAGE>

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                            OF TAURUS PETROLEUM, INC.
                              CHANGING ITS NAME TO
                      TAURUS ENTERTAINMENT COMPANIES, INC.

pursuant  to  the  provisions  of  the  Colorado  Business  Corporation Act, the
undersigned  corporation  adopts  the  following  Articles  of  Amendment to its
Articles  of  Incorporation:

FIRST:  The  name  of  the  corporation  is  Taurus  Petroleum,  Inc.

SECOND:  The  following amendments to the Articles of Incorporation were adopted
on November 24, 1997, as prescribed by the Colorado Business Corporation Act, in
the  manner  marked  with  an  X  below:

___  No  shares  have  been issued or Directors Elected-Action by Incorporators.

___  No  shares  have  been  issued  but  Directors Elected-Action by Directors.

___  Such amendment was adopted by the board of directors where shares have been
issued  and  shareholder  action  was  not  required.

 X   Such  amendment  was  adopted by a vote of the shareholders.  The number of
---
shares

     voted  for  the  amendment  was  sufficient  for  approval.

     ARTICLE I -- shall  be  amended  to  read  as  follows:
     ------------------

                                    ARTICLE I

                                      NAME

          The  name  of the Corporation is Taurus Entertainment Companies, Inc."

     ARTICLE V -- CAPITAL shall  be  amended  to  read  as  follows:
     -------------------

                                    ARTICLE V

                                     CAPITAL

     (a)  The  aggregate  number of shares of common stock which the corporation
shall  have authority to issue is twenty million (20,000,000) shares with $0.001
par  value  which  shall be designated as common stock. No share of common stock
shall  be  issued  until  it  has  been  paid  for  and  it  shall thereafter be
non-assessable."

<PAGE>
     (b) The aggregate number of shares of preferred stock which the corporation
shall  have  authority  to issue is ten million (10,000,000) shares of preferred
stock  with  a  par value of $0.0 1. No share of preferred stock shall be issued
until  it  has  been  paid  for  and  it  shall  thereafter  be  non-assessable

     (c)     The  Preferred  Stock may be divided into and issued in one or more
series. The preferences, limitations, and relative rights of the Preferred Stock
may  vary  between  series  in any and all respects, but shall not vary within a
series.  The  Board  of  Directors  may establish one or more series of unissued
shares  of  the  Preferred  Stock  and  fix  and  determine  the  preferences,
limitations,  and  relative rights of any series to the fullest extent set forth
herein and permitted by Colorado law, as now or hereafter in force. The Board of
Directors  may increase or decrease the     r of shares within each such series;
provided,  however,  that  the  Board  of  Directors may not number decrease the
number  of  shares within a series below the number of shares within such series
that     issued.  The  preferences,  limitations,  and  relative  rights  of any
Preferred  Stock  to  be issued is then shall be fixed by the Board of Directors
adopting  a resolution or resolutions to such effect and filing a statement with
respect  thereto  as  required  by  the  Colorado  law."

THIRD:  If  changing  corporate  name, the new name of the corporation is Taurus
                                                                          ------
Entertainment  Companies.  Inc.
-------------------------------

FOURTH:  The  manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall  be  effected,  is  as  follows:  Not  applicable.
                                        ----------------

If these amendments are to have a delayed effective date, please list that date:
Not  applicable.
----------------
            (Not to exceed ninety (90) days from the date of filing)

                              Taurus  Petroleum,  Inc.,  changing  its  name  to
                              Taurus  Entertainment  Companies,  Inc.


                              Signature ________________________________
                                        Stephen  E.  Fischer
                              Title     President

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