Exhibit 3 (a)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         MAGELLAN PETROLEUM CORPORATION

         Magellan  Petroleum  Corporation,  a  corporation  duly  organized  and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), does hereby certify:

         FIRST:  That at a meeting of the Board of Directors of the  Corporation
held on  September  27, 2000,  resolutions  were duly  adopted  setting  forth a
proposed  amendment  to  the  Restated   Certificate  of  Incorporation  of  the
Corporation,  declaring  said  amendment to be advisable and providing that said
amendment be submitted to the stockholders of the Corporation for  consideration
thereof at the annual meeting of  stockholders  of the Corporation to be held on
December 4, 2000.  The  resolution  setting  forth the proposed  amendment is as
follows:

         RESOLVED:  That  the  Restated  Certificate  of  Incorporation  of  the
         Corporation  be, and it hereby is,  amended by changing  Article FOURTH
         thereof to increase the shares the Corporation  shall have authority to
         issue from fifty million (50,000,000) shares of Common Stock, par value
         $.01 per share, to two hundred million shares (200,000,000) so that, as
         amended, such Article FOURTH shall read in its entirety as follows:

                  FOURTH:  The total  number of the shares of common stock which
                  the  Corporation  shall have authority to issue is Two Hundred
                  Million (200,000,000) shares and the par value of each of such
                  shares is one cent ($.01)  amounting  in the  aggregate to two
                  million ($2,000,000) dollars.

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  at the annual meeting of the stockholders of the Corporation held on
December 4, 2000,  duly called and held,  upon notice in accordance with Section
222 of the Delaware  General  Corporation Law, the necessary number of shares as
required by statute were voted in favor of the amendment.

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





         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to the  Corporation's  Restated  Certificate  of  Incorporation  to be
signed by its President and Chief  Executive  Officer this 22nd day of December,
2000.


                                         MAGELLAN PETROLEUM CORPORATION


                                           By:/s/ James R. Joyce
                                           Name:  James R. Joyce
                                           Title:  President