Exhibit 4.2

                           Certificate of Designations
                                       of
                  Series A Junior Participating Preferred Stock
                                       of
                          Home-Stake Oil & Gas Company

                        (Pursuant to Section 1032 of the
                        Oklahoma General Corporation Act)


     Home-Stake  Oil & Gas Company,  a corporation  organized and existing under
the Oklahoma General Corporation Act (hereinafter called the "Corporation"),  in
accordance with the provisions of Section 1007 thereof, DOES HEREBY CERTIFY:

     That,  pursuant  to the  authority  granted  to and  vested in the Board of
Directors of the  Corporation  (hereinafter  called the "Board of Directors") in
accordance  with the  provisions  of the  Restated  and Amended  Certificate  of
Incorporation  of  the  Corporation  (hereinafter  called  the  "Certificate  of
Incorporation"),  the  following  resolution  was duly  adopted  by the Board of
Directors of the Corporation as required by Section 1032 of the Oklahoma General
Corporation Act at a meeting duly called and held on November 4, 1999:

          RESOLVED, that, pursuant to the authority granted to and vested in the
     Board of Directors in accordance  with the provisions of the Certificate of
     Incorporation,  the Board of Directors hereby creates a series of Preferred
     Stock,  with a par value of $1.00 per share,  of the Corporation and hereby
     states the designation and number of shares, and fixes the relative rights,
     preferences  and  limitations  thereof (in addition to the  provisions  set
     forth in the  Certificate  of  Incorporation  which are  applicable  to the
     Preferred Stock of all classes and series) as follows:

                  Series A Junior Participating Preferred Stock

     Section 1.  Designation,  Par Value and  Amount.  The shares of such series
shall  be  designated  as  "Series  A  Junior  Participating   Preferred  Stock"
(hereinafter  referred  to as "Series A  Preferred  Stock"),  the shares of such
series  shall be with par value of $1.00  per  share,  and the  number of shares
constituting such series shall be 12,000; provided,  however, that, if more than
a total of 12,000 shares of Series A Preferred  Stock shall be issuable upon the
exercise of Rights (the "Rights") issued pursuant to the Rights Agreement, dated
as of January 3, 2000,  between the  Corporation  and UMB Bank,  N.A., as Rights
Agent (as  amended  from time to time) (the  "Rights  Agreement"),  the Board of
Directors,  pursuant to Section 1032 of the Oklahoma  General  Corporation  Act,
shall  direct by  resolution  or  resolutions  that a  certificate  be  properly
executed,  acknowledged  and filed  providing  for the total number of shares of
Series A Preferred Stock  authorized to be issued to be increased (to the extent
that the  Certificate  of  Incorporation  then permits) to the largest number of
whole shares (rounded up to the nearest whole number)  issuable upon exercise of
the  Rights.  Such  number  of  shares of the  Series A  Preferred  Stock may be


                                       -1-

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increased or decreased by resolution of the Board of Directors;  provided,  that
no decrease  shall reduce the number of shares of Series A Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
issuable upon exercise or conversion  of  outstanding  rights,  options or other
securities issued by the Corporation.

     Section 2. Dividends and Distributions.

          (A)  Subject to the prior and  superior  rights of the  holders of any
     shares of any series of Preferred  Stock  ranking prior and superior to the
     shares of Series A Preferred  Stock with respect to dividends,  the holders
     of shares of Series A  Preferred  Stock,  in  preference  to the holders of
     shares of any class or series of stock of the Corporation ranking junior to
     the Series A  Preferred  Stock in respect  thereof,  shall be  entitled  to
     receive,  when,  as and if declared by the Board of Directors  out of funds
     legally available for the purpose,  quarterly  dividends payable in cash on
     the first  business  day of January,  April,  July and October of each year
     (each such date being referred to herein as a "Quarterly  Dividend  Payment
     Date"),  commencing on the first Quarterly  Dividend Payment Date after the
     first  issuance  of a share or  fraction  of a share of Series A  Preferred
     Stock,  in an amount per share  (rounded to the nearest  cent) equal to the
     greater  of (a)  $10.00 or (b)  subject  to the  provision  for  adjustment
     hereinafter  set forth,  1,000 times the  aggregate per share amount of all
     cash dividends,  and 1,000 times the aggregate per share amount (payable in
     kind) of all  non-cash  dividends  or  other  distributions  (other  than a
     dividend  payable in shares of Common Stock,  par value $.01 per share,  of
     the  Corporation  (the "Common  Stock") or a subdivision of the outstanding
     shares of Common Stock, by reclassification or otherwise),  declared on the
     Common Stock since the immediately  preceding  Quarterly  Dividend  Payment
     Date or, with respect to the first Quarterly  Dividend  Payment Date, since
     the  first  issuance  of any  share  or  fraction  of a share  of  Series A
     Preferred  Stock. In the event the Corporation  shall at any time after the
     record  date for the  initial  distribution  of the Rights  pursuant to the
     Rights  Agreement  (the "Rights  Declaration  Date") (i) declare or pay any
     dividend  on the  Common  Stock  payable  in shares of Common  Stock,  (ii)
     subdivide the  outstanding  Common Stock,  or (iii) combine the outstanding
     Common Stock into a smaller number of shares,  then, in each such case, the
     amount to which holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event under clause (b) of the preceding  sentence
     shall be adjusted by multiplying  such amount by a fraction,  the numerator
     of which is the number of shares of Common  Stock  outstanding  immediately
     after  such event and the  denominator  of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

          (B) The  Corporation  shall declare a dividend or  distribution on the
     Series A Preferred  Stock as provided in  paragraph  (A) of this  Section 2
     immediately  after it  declares a dividend  or  distribution  on the Common
     Stock  (other  than a  dividend  payable  in shares  of  Common  Stock or a
     subdivision of the outstanding shares of Common Stock);  provided, that, in
     the event no  dividend  or  distribution  shall have been  declared  on the

                                     -2-
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     Common Stock during the period between any Quarterly  Dividend Payment Date
     and the next subsequent  Quarterly  Dividend Payment Date (or, with respect
     to the first Quarterly  Dividend Payment Date, the period between the first
     issuance of any share or  fraction  of a share of Series A Preferred  Stock
     and such first Quarterly  Dividend  Payment Date), a dividend of $10.00 per
     share on the Series A Preferred Stock shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.

          (C) Dividends  shall begin to accrue and be cumulative on  outstanding
     shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
     next  preceding  the date of issue of such  shares  of  Series A  Preferred
     Stock,  unless the date of issue of such shares is prior to the record date
     for the first Quarterly  Dividend  Payment Date, in which case dividends on
     such shares shall begin to accrue and be cumulative  from the date of issue
     of such shares, or unless the date of issue is a date after the record date
     for the  determination  of  holders of shares of Series A  Preferred  Stock
     entitled to receive a quarterly  dividend  and on or before such  Quarterly
     Dividend Payment Date, in which case dividends shall begin to accrue and be
     cumulative from such Quarterly  Dividend  Payment Date.  Accrued but unpaid
     dividends shall not bear interest. Dividends paid on the shares of Series A
     Preferred  Stock in an amount less than the total amount of such  dividends
     at the time accrued and payable on such shares shall be allocated  pro rata
     on a  share-by-share  basis among all such shares at the time  outstanding.
     The  Board of  Directors  may fix a record  date for the  determination  of
     holders of shares of Series A Preferred  Stock entitled to receive  payment
     of a dividend or distribution declared thereon,  which record date shall be
     not more than 60 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights.  In addition to any other voting rights  required
by law,  the  holders  of shares  of Series A  Preferred  Stock  shall  have the
following voting rights:

          (A) Except as provided in paragraph  (C) of this Section 3 and subject
     to the provision for adjustment hereinafter set forth, each share of Series
     A Preferred  Stock shall  entitle the holder  thereof to 1,000 votes on all
     matters submitted to a vote of the shareholders of the Corporation.  In the
     event the Corporation  shall, at any time after the Rights Declaration Date
     (i) declare or pay any  dividend on the Common  Stock  payable in shares of
     Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
     the outstanding Common Stock into a smaller number of shares,  then in each
     such  case the  number of votes  per  share to which  holders  of shares of
     Series A  Preferred  Stock were  entitled  immediately  prior to such event
     shall be adjusted by multiplying  such number by a fraction,  the numerator
     of which is the number of shares of Common  Stock  outstanding  immediately
     after  such event and the  denominator  of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

          (B) Except as  otherwise  provided  herein or by law,  the  holders of
     shares of Series A  Preferred  Stock  and the  holders  of shares of Common
     Stock shall vote  together as one class on all matters  submitted to a vote
     of shareholders of the Corporation.

                                       -3-

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               (C) (i) If, on the date used to determine  shareholders of record
          for any  meeting of  shareholders  for the  election of  directors,  a
          default in preference dividends (as defined in subparagraph (v) below)
          on the Series A Preferred Stock shall exist, the holders of the Series
          A Preferred Stock shall have the right, voting as a class as described
          in subparagraph (ii) below, to elect two directors (in addition to the
          directors  elected  by  holders  of Common  Stock).  Such right may be
          exercised  (a) at any  meeting of  shareholders  for the  election  of
          directors  or (b) at a  meeting  of the  holders  of  shares of Voting
          Preferred  Stock (as hereinafter  defined),  called for the purpose in
          accordance  with  the  Bylaws  of  the  Corporation,  until  all  such
          cumulative  dividends (referred to above) shall have been paid in full
          or until  non-cumulative  dividends  have been paid  regularly  for at
          least one year.

               (ii) The  right of the  holders  of Series A  Preferred  Stock to
          elect two directors, as described above, shall be exercised as a class
          concurrently  with the  rights  of  holders  of any  other  series  of
          Preferred  Stock upon which voting rights to elect such directors have
          been conferred and are then exercisable.  The Series A Preferred Stock
          and any additional series of Preferred Stock which the Corporation may
          issue and which may provide  for the right to vote with the  foregoing
          series of  Preferred  Stock  are  collectively  referred  to herein as
          "Voting Preferred Stock."

               (iii) Each  director  elected by the  holders of shares of Voting
          Preferred Stock shall be referred to herein as a "Preferred Director."
          A  Preferred  Director  so  elected  shall  continue  to serve as such
          director for a term of one year,  except that upon any  termination of
          the  right of all of such  holders  to vote as a class  for  Preferred
          Directors,  the  term  of  office  of the  Preferred  Directors  shall
          terminate.  Any Preferred Director may be removed by, and shall not be
          removed  except by, the vote of the holders of record of a majority of
          the outstanding shares of Voting Preferred Stock then entitled to vote
          for the  election  of  directors,  present (in person or by proxy) and
          voting   together  as  a  single   class  (a)  at  a  meeting  of  the
          shareholders,  or (b) at a meeting  of the  holders  of shares of such
          Voting Preferred Stock,  called for the purpose in accordance with the
          Bylaws of the  Corporation,  or (c) by written  consent  signed by the
          holders  of a  majority  of the  then  outstanding  shares  of  Voting
          Preferred  Stock then  entitled to vote for the election of directors,
          taken together as a single class.

               (iv) So long as a  default  in any  preference  dividends  on the
          Series A  Preferred  Stock  shall  exist or the  holders  of any other
          series of Voting  Preferred Stock shall be entitled to elect Preferred
          Directors,  (a) any vacancy in the office of a Preferred  Director may
          be filled  (except as  provided  in the  following  clause  (b)) by an
          instrument in writing signed by the remaining  Preferred  Director and
          filed with the  Corporation  and (b) in the case of the removal of any
          Preferred  Director,  the vacancy may be filled by the vote or written
          consent  of the  holders of a majority  of the  outstanding  shares of
          Voting  Preferred  Stock then  entitled  to vote for the  election  of
          directors,  present  (in person or by proxy) and voting  together as a
          single  class,  at such time as the removal  shall be  effected.  Each
          director  appointed as aforesaid by the remaining  Preferred  Director
          shall be deemed, for all purposes hereof, to be a Preferred  Director.

                                       -4-

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          Whenever  (x) no  default  in  preference  dividends  on the  Series A
          Preferred  Stock shall  exist and (y) the  holders of other  series of
          Voting  Preferred  Stock  shall no longer be  entitled  to elect  such
          Preferred  Directors,  then the number of directors  constituting  the
          Board of Directors of the Corporation shall be reduced by two.

               (v) For purposes hereof,  a "default in preference  dividends" on
          the Series A Preferred Stock shall be deemed to have occurred whenever
          the  amount  of  cumulative  and  unpaid  dividends  on the  Series  A
          Preferred Stock shall be equivalent to six full quarterly dividends or
          more  (whether or not  consecutive),  and,  having so  occurred,  such
          default shall be deemed to exist thereafter until, but only until, all
          cumulative  dividends  on all shares of the Series A  Preferred  Stock
          then  outstanding  shall  have been paid  through  the last  Quarterly
          Dividend  Payment  Date  or  until,  but  only  until,  non-cumulative
          dividends have been paid regularly for at least one year.

          (D) Except as set forth herein (or as otherwise required by applicable
     law),  holders of Series A Preferred Stock shall have no general or special
     voting  rights  and their  consent  shall not be  required  for  taking any
     corporate action.

          Section 4. Certain Restrictions.

          (A) Whenever  quarterly  dividends or other dividends or distributions
     payable on the Series A Preferred  Stock as provided in Section 2 above are
     in  arrears,  thereafter  and until all accrued  and unpaid  dividends  and
     distributions,  whether or not  declared,  on shares of Series A  Preferred
     Stock outstanding shall have been paid in full, the Corporation shall not:

               (i) declare or pay dividends, or make any other distributions, on
          any shares of stock  ranking  junior  (either as to  dividends or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock;

               (ii) declare or pay dividends,  or make any other  distributions,
          on any shares of stock ranking on a parity  (either as to dividends or
          upon  liquidation,  dissolution  or  winding  up)  with  the  Series A
          Preferred  Stock,  except  dividends  paid  ratably  on the  Series  A
          Preferred  Stock  and all such  parity  stock on which  dividends  are
          payable or in arrears in  proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii)  redeem or  purchase  or  otherwise  acquire  for value any
          shares  of  stock  ranking  junior  (either  as to  dividends  or upon
          liquidation,  dissolution  or winding  up) to the  Series A  Preferred
          Stock; provided, that the Corporation may at any time redeem, purchase
          or otherwise  acquire  shares of any such junior stock in exchange for
          shares of any stock of the  Corporation  ranking  junior (either as to
          dividends  or upon  dissolution,  liquidation  or  winding  up) to the
          Series A Preferred Stock; or
                                       -5-

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               (iv) redeem or purchase or  otherwise  acquire for  consideration
          any shares of Series A Preferred Stock, or any shares of stock ranking
          on a parity (either as to dividends or upon  liquidation,  dissolution
          or winding up) with the Series A Preferred Stock, except in accordance
          with a purchase offer made in writing or by publication (as determined
          by the Board of  Directors)  to all  holders of such  shares upon such
          terms as the Board of Directors, after consideration of the respective
          annual dividend rates and other relative rights and preferences of the
          respective  series and  classes,  shall  determine  in good faith will
          result in fair and equitable  treatment among the respective series or
          classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under paragraph (A) of this
     Section 4,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate of Incorporation,  in any other Certificate of Designations creating
a series of Preferred Stock or as otherwise required or permitted by law.

     Section 6. Liquidation, Dissolution or Winding Up.

          (A) Subject to the prior and superior  rights of holders of any shares
     of any series of Preferred  Stock  ranking prior and superior to the shares
     of Series A  Preferred  Stock  with  respect  to rights  upon  liquidation,
     dissolution or winding up (voluntary or otherwise),  upon any  liquidation,
     dissolution or winding up of the Corporation  (voluntary or otherwise),  no
     distribution shall be made to the holders of shares of stock ranking junior
     (either as to dividends or upon liquidation,  dissolution or winding up) to
     the Series A Preferred Stock unless,  prior thereto,  the holders of shares
     of Series A Preferred Stock shall have received  $1,000 per share,  plus an
     amount equal to accrued and unpaid  dividends  and  distributions  thereon,
     whether  or not  declared,  to the  date of such  payment  (the  "Series  A
     Liquidation  Preference").  Following the payment of the full amount of the
     Series A Liquidation Preference,  no additional distributions shall be made
     to the holders of shares of Series A Preferred Stock unless, prior thereto,
     the  holders of shares of Common  Stock  shall have  received an amount per
     share (the "Capital Adjustment") equal to the quotient obtained by dividing
     (i) the Series A  Liquidation  Preference  by (ii) 1,000 (as  appropriately
     adjusted as set forth in  paragraph  (C) of this Section 6) (such number in
     clause  (ii) being  hereinafter  referred to as the  "Adjustment  Number").
     Following  the  payment  of the full  amount  of the  Series A  Liquidation
     Preference and the Capital  Adjustment in respect of all outstanding shares
     of Series A  Preferred  Stock and Common  Stock,  respectively,  holders of
     Series A Preferred  Stock and holders of Common Stock shall  receive  their
     ratable and  proportionate  share of the remaining assets to be distributed

                                       -6-

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     in the ratio of the  Adjustment  Number to 1 with respect to such Preferred
     Stock and Common Stock, on a per share basis, respectively.

          (B) In the  event,  however  that  there  are  not  sufficient  assets
     available to permit payment in full of the Series A Liquidation  Preference
     and the liquidation  preferences of all other series of Preferred Stock, if
     any,  which rank on a parity with the Series A Preferred  Stock,  then such
     remaining  assets shall be  distributed  ratably to the holders of Series A
     Preferred  Stock and the holders of such  parity  shares in  proportion  to
     their respective liquidation preferences. In the event, however, that there
     are not  sufficient  assets  available  to  permit  payment  in full of the
     Capital Adjustment, then such remaining assets shall be distributed ratably
     to the holders of Common Stock.

          (C) In the event the  Corporation  shall at any time  after the Rights
     Declaration  Date (i)  declare  or pay any  dividend  on the  Common  Stock
     payable in shares of Common Stock,  (ii) subdivide the  outstanding  Common
     Stock, or (iii) combine the outstanding  Common Stock into a smaller number
     of  shares,  then in  each  such  case  the  Adjustment  Number  in  effect
     immediately  prior to such event  shall be  adjusted  by  multiplying  such
     Adjustment  Number by a fraction,  the  numerator of which is the number of
     shares of Common  Stock  outstanding  immediately  after such event and the
     denominator  of which is the  number of shares  of Common  Stock  that were
     outstanding immediately prior to such event.

     Section 7. Consolidation, Merger, Combination, etc. In case the Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case the shares
of Series A Preferred  Stock shall at the same time be  similarly  exchanged  or
changed  in an  amount  per  share  (subject  to the  provision  for  adjustment
hereinafter  set  forth)  equal to 1,000  times the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare or pay any dividend on the Common Stock  payable in shares of Common
Stock,  (ii)  subdivide  the  outstanding  Common  Stock,  or (iii)  combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the  preceding  sentence with respect to the exchange or
change of shares of Series A Preferred  Stock  shall be adjusted by  multiplying
such amount by a  fraction,  the  numerator  of which is the number of shares of
Common Stock  outstanding  immediately  after such event and the  denominator of
which is the number of shares of Common Stock that were outstanding  immediately
prior to such event.

     Section 8. No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

                                       -7-

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     Section 9. Ranking.  The Series A Preferred  Stock shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of dividends
and the  distribution  of  assets,  unless  the terms of any such  series  shall
provide otherwise.

     Section  10.  Amendment.  At any time that any shares of Series A Preferred
Stock are outstanding,  the Certificate of Incorporation shall not be amended in
any manner which would  materially  alter or change the powers,  preferences  or
special  rights of the Series A Preferred  Stock so as to affect them  adversely
without  the  affirmative  vote  of the  holders  of a  majority  or more of the
outstanding shares of Series A Preferred Stock, voting separately as a class.

     Section 11.  Fractional  Shares.  Series A Preferred Stock may be issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's fractional shares, to exercise voting rights, to receive dividends,  to
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Preferred Stock.

     IN WITNESS WHEREOF,  this Certificate of Designations is executed on behalf
of the Corporation by a duly authorized officer this 22nd day of December, 1999.

                                    HOME-STAKE OIL & GAS COMPANY


                                    By:   /s/ Chris K. Corcoran
                                         ------------------------
                                         Chris K. Corcoran
                                         Executive Vice President,
                                         Chief Financial Officer and Secretary

                                       -8-

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