GREKA Energy Corporation

                      Amendment to Article II of the Bylaws


         Section 13. Notice of Shareholder  Proposals.  (a) At an annual meeting
of the  shareholders,  only  such  business  shall be  conducted,  and only such
proposals  shall be acted  upon,  as shall have been  brought  before the annual
meeting (i) by, or at the  discretion  of, the board of directors or (ii) by any
shareholder of the corporation who complies with the notice procedures set forth
in this  Section  13. For a proposal  to be  properly  brought  before an annual
meeting of the  shareholders by a shareholder,  the shareholder  must have given
timely  notice  thereof in writing to the  Secretary of the  corporation.  To be
timely, a shareholder's  notice must be delivered to, or mailed and received at,
the principal  executive offices of the corporation not less than sixty days nor
more than ninety days prior to the scheduled annual meeting of the shareholders,
regardless of any postponements,  deferrals or adjournments of that meeting to a
later date; provided,  however,  that if less than seventy days' notice or prior
public  disclosure of the date of the scheduled annual meeting is given or made,
to be timely  notice by the  shareholder  must be so  delivered  or received not
later than the close of business on the tenth business day following the earlier
of the day on which such notice of the date of the scheduled  annual  meeting of
the shareholders was mailed or the day on which such public disclosure was made.
A  shareholder's  notice to the Secretary  shall set forth as to each matter the
shareholder  proposes to bring before the annual meeting (i) a brief description
of the proposal  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual  meeting,  (ii) the name and address,
as they appear on the  corporation's  books, of the  shareholder  proposing such
business and any other  shareholders  known by such shareholder to be supporting
such proposal,  (iii) the class and number of shares of the corporation's  stock
which are beneficially  owned by the shareholder on the date of such shareholder
notice and by any other  shareholders known by such shareholder to be supporting
such  proposal on the date of such  shareholder  notice,  and (iv) any financial
interest of the shareholder in such proposal.

         (b) If the presiding  officer of the annual meeting of the shareholders
determines that a shareholder proposal was not made in accordance with the terms
of this  Section  13, he or she shall so declare at the annual  meeting  and any
such proposal shall not be acted upon at the annual meeting.

         (c) This provision shall not prevent the  consideration and approval or
disapproval  at the annual meeting of the  shareholders  of reports of officers,
directors and committees of the board of directors, but, in connection with such
reports,  no  business  shall  be  acted  upon at  such  annual  meeting  of the
shareholders unless stated, filed and received as herein provided.


         Section 14. Nomination of Directors. (a) Only persons who are nominated
in accordance with the following  procedures  shall be eligible for the election





                                        1

<PAGE>


of directors at an annual  meeting of the  shareholders.  Nominations of persons
for  election to the board of  directors  at an annual  meeting may be made at a
meeting of  shareholders,  by or at the direction of the board of directors or a
committee thereof, or by any shareholder of the corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 14. Such  nominations,  other than those made by or at
the  direction of the board of directors or a committee  thereof,  shall be made
pursuant to timely notice in writing to the Secretary of the corporation.  To be
timely, a shareholder's  notice must be delivered to, or mailed and received at,
the principal  executive offices of the corporation not less than sixty days nor
more than ninety days prior to the scheduled annual meeting of the shareholders,
regardless of any postponements,  deferrals or adjournments of that meeting to a
later date; provided,  however,  that if less than seventy days' notice or prior
public  disclosure of the date of the scheduled annual meeting is given or made,
to be timely  notice by the  shareholder  must be so  delivered  or received not
later than the close of business on the tenth business day following the earlier
of the day on which such notice of the date of the scheduled  annual  meeting of
the shareholders was mailed or the day on which such public disclosure was made.
A  shareholder's  notice to the Secretary  shall set forth (a) as to each person
whom the  shareholder  proposes to nominate  for  election  or  reelection  as a
director,  (i) the name,  age,  business  address and  residence  address of the
person,  (ii) the principal  occupation  or employment of the person,  (iii) the
class and  number of shares of stock of the  corporation  that are  beneficially
owned by the person, and (iv) any other information  relating to the person that
is required  to be  disclosed  in  solicitations  for  proxies  for  election of
directors  pursuant to Section 14 of the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated thereunder; and (b) as to the
shareholder giving the notice,  (i) the name and address,  as they appear on the
corporation's books, of the shareholder, and (ii) the class and number of shares
of the  corporation's  stock which are beneficially  owned by the shareholder on
the date of such  shareholder  notice.  The corporation may require any proposed
nominee to furnish such other  information  as may reasonably be required by the
corporation to determine the eligibility of such proposed  nominee to serve as a
director of the corporation.

         (b) If the presiding  officer of the annual meeting of the shareholders
determines  that a nomination was not made in accordance  with the terms of this
Section 14, he or she shall so declare at the annual  meeting and the  defective
nomination shall be disregarded.




                                        2