Exhibit 3.2 

                          CERTIFICATE OF AMENDMENT
                                      OF
                        CERTIFICATE OF INCORPORATION
                                      OF
                            BOX ENERGY CORPORATION


     Box Energy Corporation, a corporation organized and existing under and 
by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Box Energy 
Corporation, resolutions were duly adopted, setting forth a proposed 
amendment of the Certificate of Incorporation of said corporation, 
declaring said amendment to be advisable and calling the annual meeting of 
stockholders of said corporation for consideration thereof.  The resolution 
setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be 
amended by changing the Article thereof numbered "First" so that as amended 
said Article shall be and read as follows:

            "The name of the corporation is REMINGTON OIL AND
             GAS CORPORATION."

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

     IN WITNESS WHEREOF, said Box Energy Corporation has caused this 
certificate to be signed by James A. Watt, its authorized officer, this 4th 
day of December, 1997.


                             By:  

                             Name:      James A. Watt
                             Title:     President and Chief Operating 
                                        Officer