Exhibit 3.2


Filed in the Office of the Secretary
of State of State of Nevada
November 19, 1998
C3888-97
Dean Heller, Secretary of State

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                       of
                              C2 TECHNOLOGIES, INC.
                            (After Issuance of Stock)

         We the undersigned,  Michael Ward,  President and Royis Ward, Secretary
of C2 Technologies, Inc. do hereby certify:

         That the Board of Directors of C2 Technologies, Inc. by unanimous board
action, and on November 9, 1998,  adopted the following  resolution to amend the
original articles of incorporation as follows:

         Article One [Name] is hereby amended to read as follows:

         The name of the corporation is TIDELANDS OIL & GAS CORPORATION.

         Article Four [Capital Stock] is hereby amended to read as follows:

         The  aggregate  number of shares  which  this  corporation  shall  have
authority to issue is 100,000,000 shares of stock, all of one class, each with a
par value of $0.001 per share,  which shall be known as common stock. All of the
voting power of the capital stock of this  corporation will reside in the common
stock. No capital stock of this corporation will be subject to assessment and no
holder of any share or shares will have preemptive rights to subscribe to any or
all issues of shares of securities of this corporation.

         Article Five [Directors] is hereby added as follows:

         The affairs of the corporation will be governed by a Board of Directors
of no more than seven (7) nor less than one (1) person.

         This change and  amendment  have been  consented  to and  approved by a
majority vote of the  stockholders  holding at least a majority of each class of
stock outstanding and entitled to vote thereon.

            /s/ Michael R. Ward                        /s/ Royis Ward
         -------------------------                  ------------------------
         Michael Ward, President                    Royis Ward, Secretary


STATE OF TEXAS      )
                    ) ss:
County of Nueces    )

         On this 17th day of November,  1998,  personally  appeared before me, a
Notary  Public,   Michael  Ward,   President  of  C2  Technologies,   Inc.,  who
acknowledged that he signed the above instrument.

                                                    /s/ Priscilla Castillo
                                                   ----------------------------
                                                   NOTARY PUBLIC in and for the
                                                   State of  Texas, residing at:
                                                   Comm. Expires: 7/30/00


STATE OF TEXAS      )
                    ) ss:
County of           )

         On this 17th day of November,  1998,  personally  appeared before me, a
Notary Public, Royis Ward, Secretary of C2 Technologies,  Inc., who acknowledged
that he signed the above instrument.

                                                      /s/ Barbie Lopez
                                                   ----------------------------
                                                   NOTARY PUBLIC in and for the
                                                   State of  Texas, residing at:
                                                   Comm. Expires: April 26,1999