ARTICLES OF AMENDMENT 
                                to the
                        ARTICLES OF INCORPORATION

(Filed with the Colorado Secretary of State on December 31, 1990.)

Pursuant to the provisions of the Colorado Corporation Code, the undersigned
corporation adopts the following Articles of Amendments to its Articles of
Incorporation:

     FIRST:  The name of the corporation is (note 1) Hallador Petroleum
Company.

     SECOND:  The following amendment to the Articles of Incorporation was
adopted on December 31, 1990, as prescribed by the Colorado Corporation Code,
in the manner marked with an X below:

     ___ Such amendment was adopted by the board of directors where no shares
have been issued.

     _X_ Such amendment was adopted by a vote of the shareholders.  The
number of shares voted for the amendment was sufficient for approval.
 RESOLVED, that Articles of Incorporation of Hallador Petroleum Company (the
"Corporation") be amended by deleting paragraph (a) of Article Fourth and
substituting therefor the following new paragraph (a):

          FOURTH: (a) The aggregate number of shares of capital stock which
the Corporation shall have authority to issue shall be 110,000,000 shares,
consisting of 100,000,000 shares of Common Stock, with a par value of each
share of $0.01, and 10,000,000 shares of Preferred Stock, with a par value
of each share of $0.10, issuable in series.  Each ten (10) shares of the
Corporation's Common Stock issued and outstanding at the time Articles of
Amendment containing this amendment are filed with the Secretary of State of
Colorado shall be and hereby are automatically changed and reclassified
without further action into one (1) fully paid and nonassessable share of the
Corporation's Common Stock, provided that no fractional shares shall be
issued pursuant to such change and reclassification as a result of such
change and reclassification the cash value of such fractional share based
upon the average of the closing bid and asked quotations on the National
Association of Securities Dealers trading period commencing on November 27,
1990 until the day preceding the date Articles of Amendment containing this
amendment are filed with the Secretary of State of Colorado.

     THIRD:  The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is a follows:  None.

     FOURTH:  The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capitals as change by such
amendment, are as follows:  No change.

                         HALLADOR PETROLEUM  COMPANY (NOTE 1)


                         BY:  WILLIAM T. KRIEG, PRESIDENT
                              W. ANDERSON BISHOP, SCTY (NOTE 2)

Note:  1.  Exact corporate name of corporation adopting the Articles of
Amendments.  (f this is a change of name amendment the name before this
amendment is filed.)

     2.  Signatures and titles of officers signing for the corporation.

     3.  Where no shares have been issued, signature of a director.