EXHIBIT 3.2

                                     AMENDED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                THE BEARD COMPANY


     The Beard Company, an Oklahoma corporation (the "Corporation"), hereby
certifies:

     1. That, at a duly called and held meeting of the Corporation's board of
directors, resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring the amendment
advisable and submitting such amendment to its shareholders for consideration.

     2. That, thereafter, shareholders approved the amendment at a duly called
and held meeting of the shareholders of the Corporation.

     3. That, the portion of Article Five of the Certificate of Incorporation
that currently reads as follows:

                                 "ARTICLE FIVE

     The aggregate number of shares which the Corporation shall have authority
to issue is as follows:

    Class           Number of Shares          Par Value
    -----           ----------------          ---------
Preferred Stock       5,000,000                $1.00
Common Stock          7,500,000              $.001333"

shall be deleted in its entirety and replaced with the following:

                                  "ARTICLE FIVE

     The aggregate number of shares which the Corporation shall have authority
to issue is as follows:

     Class         Number of Shares           Par Value
     -----         ----------------           ---------
Preferred Stock       5,000,000                $1.00
Common Stock         15,000,000             $.0006665"

     4. That the amendment was duly adopted in accordance with the provisions of
Section 77 of the Oklahoma General Corporation Act.

     5. This Amendment shall become effective on the close of business August 6,
2004.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed and attested to by duly authorized officers of the Corporation on July
19, 2004.

                                     THE BEARD COMPANY

                                      /s/ Herb Mee, Jr.
                                     Herb Mee, Jr., President

ATTEST:

/s/ Rebecca G. Witcher
Rebecca G. Witcher, Secretary