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                                                                     EXHIBIT 3.2

                        CERTIFICATE OF AMENDMENT TO THE
                        CERTIFICATE OF INCORPORATION OF
                         BARRETT RESOURCES CORPORATION


          Pursuant to the provisions of Section 242 of the General Corporation
Law Of Delaware, the undersigned corporation adopts the following amendment to
its Certificate Of Incorporation:

          FIRST:  The name of the corporation is Barrett Resources Corporation.

          SECOND:  The following amendment to the Certificate Of Incorporation
was adopted by a vote of the stockholders sufficient for approval effective on
June 17, 1997 in the manner prescribed by the General Corporation Law of the
State of Delaware:

               Article FOURTH of the Certificate Of Incorporation is amended to
read in its entirety as follows:

                    "FOURTH: The total number of shares that the corporation
               shall have the authority to issue is 46,000,000, consisting of
               45,000,000 shares of common stock, with each share having a par
               value of $.01, and 1,000,000 shares of preferred stock, with each
               share having a par value of $.001.

                              The Board of Directors is hereby expressly
               authorized, by resolution or resolutions, to provide, out of the
               unissued shares of preferred stock, for the issuance of one or
               more series of preferred stock, with such voting powers, if any,
               and with such designations, preferences and relative,
               participating, optional or other special rights, and
               qualifications, limitations or restrictions thereof, as shall be
               expressed in the resolution or resolutions providing for the
               issuance thereof adopted by the Board of Directors, including,
               without limiting the generality of the foregoing, the following:

               (a)  the designation of such series, the number of shares to
                    constitute such series and the stated value thereof if
                    different from the par value thereof;

               (b)  whether the shares of such series shall have voting rights,
                    in addition to any voting rights provided by law, and, if
                    so, the terms of such voting rights, which may be general or
                    limited;

               (c)  the dividends, if any, payable on such series, whether any
                    such dividends shall be cumulative, and, if so, from what
                    dates, the conditions and dates upon which such dividends
                    shall be payable, the preference or relation which such
                    dividends shall bear to the dividends payable on any shares
                    of stock of any other class or 
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                    any other series of this class;

               (d)  whether the shares of such series shall be subject to
                    redemption by the Corporation, and, if so, the times, prices
                    and other terms and conditions of such redemption;

               (e)  the amount or amounts payable upon shares of such series
                    upon, and the rights of the holders of such series in, the
                    voluntary or involuntary liquidation, dissolution or winding
                    up, or upon any distribution of the assets, of the
                    Corporation;

               (f)  whether the shares of such series shall be subject to the
                    operation of a retirement or sinking fund and, if so, the
                    extent to and manner in which any such retirement or sinking
                    fund shall be applied to the purchase or redemption of the
                    shares of such series for retirement or other corporate
                    purposes and the terms and provisions relative to the
                    operation thereof;

               (g)  whether the shares of such series shall be convertible into,
                    or exchangeable for, shares of stock of any other class or
                    classes or of any other series of this class or any other
                    class or classes of capital stock and, if so, the price or
                    prices or the rate or rates of conversion or exchange and
                    the method, if any, of adjusting the same, and any other
                    terms and conditions of such conversion or exchange;

               (h)  the limitations and restrictions, if any, to be effective
                    while any shares of such series are outstanding upon the
                    payment of dividends or the making of other distributions
                    on, and upon the purchase, redemption or other acquisition
                    by the Corporation of, the common stock or shares of stock
                    of any other class or any other series of this class; and

               (i)  the conditions or restrictions, if any, upon the creation of
                    indebtedness of the Corporation or upon the issue of any
                    additional stock, including additional shares of such series
                    or of any other series of this class or of any other class
                    or classes.

                    The powers, preferences and relative, participating,
               optional and other special rights of each series of preferred
               stock, and the qualifications, limitations or restrictions
               thereof, if any, may differ from those of any and all other
               series at any time outstanding. All shares of any one series of
               preferred stock shall be identical in all respects with all other
               shares of such series, except that shares of any one series
               issued at different times may differ as to the dates from which
               dividends thereon shall be cumulative."

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          THIRD:  The Amendment does not provide for the exchange,
reclassification or cancellation of issued shares.

          FOURTH:  The Amendment does not effect a change in the amount of
stated capital.

          Dated:  June 17, 1997

                                      BARRETT RESOURCES CORPORATION


                                  By: /s/ Eugene A. Lang, Jr.
                                      ------------------------------------------
                                      Eugene A. Lang, Jr., Senior Vice President



          The undersigned, Eugene A. Lang, Jr., Senior Vice President of the
Corporation, hereby affirms and acknowledges, under penalties of perjury, that
the signature of the undersigned on the foregoing instrument is his act and deed
or the act and deed of the Corporation, and that the facts stated in the
foregoing instrument are true.



                                      /s/ Eugene A. Lang, Jr.
                                      ------------------------------------------
                                      Eugene A. Lang, Jr., Senior Vice President


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