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                                                                    EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        TRANSAMERICAN ENERGY CORPORATION


         Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, TransAmerican Energy Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify:

         FIRST:  That the Board of Directors of the Corporation adopted
resolutions setting forth and declaring advisable the following proposed
amendments to the Certificate of Incorporation of the Corporation:

         Article 3 of the Certificate of Incorporation of the Corporation be
amended to read in its entirety as follows:

         "3.     The purpose of the Corporation is limited to the following:

                 (a)      to acquire from TransAmerican Natural Gas Corporation
                          and to own and hold shares of the capital stock of
                          TransTexas Gas Corporation, a Delaware corporation
                          ("TransTexas"), and TransAmerican Refining
                          Corporation, a Texas corporation ("TARC"), and to
                          sell and transfer such shares if permitted by, and in
                          compliance with, that certain Indenture, dated as of
                          February 15, 1995 (the "Guaranteed Debt Indenture"),
                          among TARC, the Corporation, and First Fidelity Bank,
                          National Association, as Trustee (the "Trustee"), and
                          the TEC Pledge Agreement referred to in the
                          Guaranteed Debt Indenture;

                 (b)      to execute, deliver, and perform a guarantee (the
                          "Guarantee") of the Guaranteed First Mortgage
                          Discount Notes due 2002 and the Guaranteed First
                          Mortgage Notes due 2002 of TARC (the "Guaranteed
                          Debt") issued pursuant to the Guaranteed Debt
                          Indenture;

                 (c)      to execute, deliver, and perform any supplement to
                          the Guaranteed Debt Indenture and take any other
                          action contemplated pursuant to the terms of the
                          Guaranteed Debt Indenture, in each case provided the
                          same is approved by the holders of the Guaranteed
                          Debt pursuant to the terms of the Guaranteed Debt
                          Indenture to the extent, if any, that such approval
                          is required thereby;
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                 (d)      to pledge shares of the capital stock of TransTexas
                          and TARC owned by the Corporation as security for the
                          Guaranteed Debt and performance of the Corporation's
                          obligations under the Guarantee;

                 (e)      to acquire, own, and hold the Guaranteed Debt and 8%
                          Preferred Stock (as defined in the Guaranteed Debt
                          Indenture), subject to the limitations on such
                          acquisition and ownership set forth in the Guaranteed
                          Debt Indenture; and

                 (f)      to do all other things and acts, to execute, deliver
                          and perform all other instruments, documents and
                          certificates and to pay all costs, fees and taxes as
                          may be necessary, proper, or advisable in order to
                          carry out and comply with the foregoing purposes."

         SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the common stockholders and
the preferred stockholders of the Corporation, and the necessary number of
shares of common stock and preferred stock as required by statute and by the
Certificate of Incorporation of the Corporation gave written consent in
accordance with Section 228 of the General Corporation Law of the State of
Delaware to approval and adoption 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.

         FOURTH: That this Certificate of Amendment shall be effective upon the
filing hereof.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to its
Certificate of Incorporation to be executed this  14th  day of  February, 1997.

                                        TRANSAMERICAN ENERGY CORPORATION
                                        
                                        
                                        
                                        By: /s/ Ed Donahue                    
                                            ----------------------------------
                                            Ed Donahue, Vice President
                                        




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