EXHIBIT 3.2



        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 forward 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
         100,000 shares of common stock, par value $6.00, and 16,667 shares of
         preferred stock, par value $6.00.

      4. After the Effective Date, the Corporation shall have authority to issue
         25,000,000 shares of common stock, par value $.01, and 5,000,000 shares
         of preferred stock, $.01 par value

      5. The record date for the stockholders of record of the Corporation
         entitled to participate in the forward stock split is one hour after
         the close of trading on June 25, 1999 (the "FORWARD SPLIT RECORD
         DATE"). The effective date and time of this Certificate Changing the
         Number of Shares Pursuant to NRS ss. 78.209 is one hour after 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 One (1) share of common stock, $6.00 par value,
         issued and outstanding immediately prior to the Effective Date, shall
         automatically and without any action on the part of the holder thereof
         be reclassified as and changed into One Hundred (100) shares of common
         stock, $.01 par value, (the "FORWARD SPLIT COMMON STOCK").

      6. Holders of certificates, or the rights to receive certificates
         (including rights represented by prior certificates entitled to be
         surrendered for exchange into such certificates), which on the Forward
         Split Record Date represented outstanding shares and fractions thereof
         of the common stock, or the rights thereto, of the Corporation
         subsequent to the reverse split effected on June 25, 1999 (the "REVERSE
         SPLIT SHARES") shall be entitled to receive, upon surrender of the
         Reverse Split Shares or former certificates which represent Reverse
         Split Shares 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 of the Forward Split Common Stock (the "NEW CERTIFICATES")
         into which and for which the Reverse Split Shares are reclassified
         under the terms hereof. From and after the Effective Date, the Reverse
         Split Shares represent only the right to receive the New Certificates
         pursuant to the provisions hereof. Any holders of the Reverse Split
         Shares who have not submitted the Reverse Split Shares by the
         Cancellation Date will forfeit any rights to the Forward Split Common
         Stock and the New Certificates and the Reverse Split Shares shall be
         null and void without any further action of the Corporation.

      7. 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 the 15th 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