EXHIBIT 3.1


        CERTIFICATE CHANGING NUMBER OF SHARES PURSUANT TO NRS SS. 78.209

      1. The name of the corporation is Texoil, Inc. (the "CORPORATION").

      2. The Board of Directors of the Corporation has adopted resolutions
         effecting a reverse stock split and submits this Certificate pursuant
         to NRS ss. 78.209 of the Nevada General Corporation Law.

      3. Prior to the Effective Date, the Corporation has the authority to issue
         60,000,000 shares of common stock, par value $.01, and 10,000,000
         shares of preferred stock, par value $.01.

      4. After the Effective Date, the Corporation shall have the authority to
         issue 100,000 shares of common stock, par value $6.00, and 16,667
         shares of preferred stock, par value $6.00.


      5. The record date for the stockholders of record of the Corporation
         entitled to participate in the reverse stock split is the close of
         trading on June 25, 1999 (the "REVERSE SPLIT RECORD DATE"). The
         effective date and time of this Certificate Changing the Number of
         Shares Pursuant to NRS ss. 78.209 is the close of trading on June 25,
         1999 (the "EFFECTIVE DATE"). Upon the Effective Date and without any
         further action on the part of the Corporation or its stockholders, each
         Six Hundred (600) shares of common stock, $.01 par value, issued and
         outstanding (the "OLD COMMON STOCK"), shall automatically and without
         any action on the part of the holder thereof be reclassified as and
         changed into One (1) share of common stock, $6.00 par value (the "NEW
         COMMON STOCK"). Fractional shares resulting from the reverse stock
         split shall be treated as in Paragraph 6 below.

      6. Fractional shares resulting from the reverse stock split will be
         treated as follows:

            (i)  Fractional shares will be issued to those owners who own at
                 least One (1) whole share of the New Common Stock. More than
                 99% of the outstanding shares will receive this treatment;

           (ii)  Owners of less than One (1) whole share, but at least a One
                 Tenth (1/10) fractional share of the New Common Stock, shall be
                 issued One (1) whole share of the New Common Stock in lieu of
                 any fractional share. Such adjustment shall be made for those
                 stockholders who are owners of the Old Common Stock as of the
                 date of the filing of this Certificate with the Secretary of
                 State of the State of Nevada at the close of trading (the
                 "ROUND UP RECORD DATE"). Less than .01% of the outstanding
                 shares will receive this treatment;

          (iii)  Owners of less than a One Tenth (1/10) fractional share of the
                 New Common Stock shall be entitled to receive a cash payment
                 (the "CASH REDEMPTION") from the Corporation in redemption of
                 their fractional shares pursuant to ss.78.205(2)(a)(2) of the
                 Nevada General Corporation Law at a price equal to $.62 per
                 whole share of the Old Common Stock. Approximately .02% of the
                 outstanding shares will receive this treatment.


      7. Holders of certificates of Old Common Stock shall be entitled to
         receive, upon surrender of their Old Certificates to the Secretary of
         the Corporation or its designated agent by September 30, 1999 (the
         "CANCELLATION DATE"), for cancellation, a certificate or certificates
         representing the number of whole shares, or fractions thereof, of the
         New Common Stock into which and for which the shares of Old Common
         Stock are converted under the terms hereof or may hereafter be
         converted, OR the Cash Redemption.

      8. From and after the Effective Date, the Old Certificates will represent
         only the right to receive the number of whole shares of the
         Corporation's New Common Stock into which the Old Certificates may be
         converted pursuant to the terms hereof, and further subject to any
         conversion which may hereafter be made to the New Common Stock, OR the
         Cash Redemption. Any holders of the Old Common Stock that have not
         submitted their Old Certificates by the Cancellation Date will forfeit
         any rights to the number of shares of New Common Stock or any shares
         into which they may be hereafter converted, OR the Cash Redemption and
         the Old Certificates shall be null and void without any further action
         of the Corporation.

      9. No stockholder approval was required for this change pursuant to NRS
         ss. 78.207 of the Nevada General Corporation Law or under the Articles
         of Incorporation of the Corporation, as amended.


      IN WITNESS WHEREOF, the Corporation has caused this Certificate Changing
Number of Shares Pursuant to NRS ss. 78.209 to be executed by Frank A.
Lodzinski, its President and Jerry M. Crews, its Secretary, this 15th day of
June, 1999.


                                  TEXOIL, INC.



                                  /s/ FRANK A. LODZINSKI
                                      Frank A. Lodzinski, President


ATTEST:


/s/ JERRY M. CREWS
    Jerry M. Crews, Secretary


STATE OF TEXAS)
COUNTY OF HARRIS)

      The foregoing instrument was acknowledged before me, on the15th day of
June, 1999, by Frank A. Lodzinski, President, and Jerry M. Crews, Secretary, of
Texoil, Inc., a Nevada corporation, on behalf of the corporation.



                                          /s/ SUSAN CAROL CLEVELAND
                                              Notary Public in and for
                                              The State of Texas