CERTIFICATE OF AMENDMENT

                              OF THE

                   CERTIFICATE OF INCORPORATION

                     PRIMA ENERGY CORPORATION

PRIMA ENERGY CORPORATION, a corporation duly organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

FIRST: That the Board of Directors of Prima Energy Corporation duly adopted
a resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable
and calling a meeting of the stockholders of the corporation for
consideration thereof. The resolution setting forth the proposed amendment
is as follows:

RESOLVED: That Article V of the Certificate of Incorporation be amended to
read, in its entirety, as follows:

                             ARTICLE V
                      Authorized Capital Stock

The Corporation shall be authorized to issue two classes of shares of stock
to be designated, respectively, "Preferred Stock" and "Common Stock"; the
total number of shares which the corporation shall have authority to issue
is Fourteen Million (14,000,000); the total number of shares of Preferred
Stock shall be Two Million (2,000,000) and each such share shall have a par
value of $.001; and the total number of authorized shares of Common Stock
shall be Twelve Million (12,000,000) and each such share shall have a par
value of $.015.

The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby vested with authority to fix
by resolution or resolutions the designations and the powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations, or restrictions thereof, including without
limitation the rights with respect to dividends, conversion rights,
redemption price and liquidation preference, of any series of shares of
Preferred Stock, and to fix the number of shares constituting any such
series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof then outstanding). In case the
number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to
the adoption of the resolution or resolutions originally fixing the number
of shares of such series.

SECOND: That thereafter, pursuant to the resolution of Board of Directors,
the amendment was presented to the stockholders of the Corporation at its
regularly scheduled Annual Meeting of Stockholders at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, said Prima Energy Corporation caused this Certificate
of Amendment of its Certificate of Incorporation to be signed by Richard H.
Lewis, a duly authorized officer of Prima Energy Corporation, as of this
2nd day of June, 1997, at Denver, Colorado.


PRIMA ENERGY CORPORATION, a
Delaware Corporation



By: ___________________________
    Richard H. Lewis, President