CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION


         St.  Mary Land &  Exploration  Company,  a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, does hereby certify:

         1. That at a regular meeting of the Board of Directors of St. Mary Land
&  Exploration  Company (the  "Company") a resolution  was adopted  proposing an
amendment to the restated  Certificate of Incorporation of the Company declaring
such amendment to be advisable and calling for a vote of its shareholders at the
annual  meeting held on May 20, 1998 which was  adjourned  to June 3, 1998.  The
resolution setting forth the proposed amendment was as follows:

                  RESOLVED,  that  Article  Fourth  of  the  Company's  restated
         Certificate of Incorporation is hereby amended to read as follows:

         FOURTH:  The  total  number  of  shares  of  capital  stock  which  the
         corporation  shall have authority to issue is 50,000,000 shares of $.01
         par value each.

                  FURTHER RESOLVED,  that the officers of the Company are hereby
         authorized  and  empowered  to do or cause to be done all such  acts or
         things and to sign and deliver or cause to be signed and  delivered all
         such documents, instruments and certificates, in the name and on behalf
         of the  Company or  otherwise,  as such  officers  may deem  necessary,
         advisable or  appropriate  to effectuate  and carry out the purpose and
         intent of the foregoing resolutions.


         2. That thereafter at the annual meeting of the shareholders called and
held on May 20, 1998 and  adjourned  to June 3, 1998 upon notice and  accordance
with  Section 222 of the General  Corporation  Law of the State of Delaware  the
necessary  number  of  shares  as  required  by law  were  voted in favor of the
amendment.

         3.  That  the  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,  St. Mary Land and Exploration  Company has caused
this  certificate  to be  signed  by Mark A.  Hellerstein,  its  President,  and
attested by David L. Henry, its Secretary, this 22nd day of June, 1998.


                                             ST. MARY LAND & EXPLORATION
                                             COMPANY, a Colorado
ATTEST:

/s/ DAVID L. HENRY                           By: /s/ MARK A. HELLERSTEIN
- -------------------------                        ------------------------------
David L. Henry, Secretary                        Mark A. Hellerstien, President