ARTICLES OF AMENDMENT 
                                 to the
                       ARTICLES OF INCORPORATION

(Filed with the Colorado Secretary of State on May 29, 1996.)

Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation.

     FIRST:  The name of the corporation is Hallador Petroleum Company.

     SECOND:  The following amendment to the Articles of Incorporation was
adopted on May 29, 1996, as prescribed by the Colorado Business Corporation
Code, in the manner marked with an X below:

     ___ No shares have been issued or Directors Elected - Action by
Incorporators
     ___ No shares have been issued but Directors Elected - Action by
Directors

     ___ Such amendment as adopted by the board of directors where 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, upon the filing of these Articles of Amendment to
          the Articles of Incorporation, each one hundred (100) 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.  The Corporation
          shall pay to each shareholder who would otherwise be entitled to
          a factional share 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 Automated Quotations System, as reported by
          the NASD OTC Bulletin Board Service, for the trading period
          commencing on May 13, 1996 and continuing until the day preceding
          the date Articles of Amendment containing this amendment are filed
          with the Secretary of State of Colorado.

          FURTHER RESOLVED, that, on the day after the filing of these
          Articles of Amendment to the Articles of Incorporation, each share
          of Common Stock shall automatically be forward split and each such
          share shall become ten shares of Common Stock. 

     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.

If these amendments are to have a delayed effective date, please list that
date:_____________________________  

(Not to exceed ninety (90) days from the date of filing).


                                             /s/ Victor P. Stabio
                                        By:  Victor P. Stabio
                                             President