CERTIFICATE OF MERGER
                              MERGING
                         THE BEARD COMPANY
                               INTO
                       THE NEW BEARD COMPANY


          The  New  Beard  Company,  an Oklahoma corporation,  pursuant  to
Section 1081 of the Oklahoma General Corporation Act,

DOES HEREBY CERTIFY:

          FIRST.  That the name and state  of  incorporation of each of the
constituent corporations is The Beard Company, an Oklahoma corporation, and
The New Beard Company, an Oklahoma corporation;

          SECOND.  That an Agreement of Merger has  been approved, adopted,
certified,   executed   and   acknowledged   by  each  of  the  constituent
corporations in accordance with the provisions  of  Section  1081(C) of the
Oklahoma General Corporation Act;

          THIRD.  That the name of the surviving corporation is  The  Beard
Company, formerly The New Beard Company;

          FOURTH.   That  the certificate of incorporation of The New Beard
Company  shall  be  the  certificate  of  incorporation  of  the  surviving
corporation, except that the  name  of  the  surviving corporation shall be
changed to The Beard Company;

          FIFTH.  That the executed Agreement and Plan of Merger is on file
at the principal place of business of the surviving  corporation,  which is
located at Enterprise Plaza, Suite 320, 5600 N. May Avenue, Oklahoma  City,
Oklahoma 73112;

          SIXTH.   That a copy of the Agreement and Plan of Merger will  be
furnished by the surviving corporation, on request and without cost, to any
shareholder of any constituent corporation; and

          SEVENTH.   This  merger  shall  be effective at 5:00 p.m. Central
Daylight  Savings  Time  on the date this certificate  is  filed  with  the
Oklahoma Secretary of State.

          IN  WITNESS WHEREOF,  The  New  Beard  Company  has  caused  this
certificate to  be  signed  by  its President and attested by its Secretary
this 26th day of November 1997.

ATTEST:                                THE NEW BEARD COMPANY


ELAINE RYCROFT                         HERB MEE, JR.
Elaine Rycroft, Assistant              Herb Mee, Jr., President
Secretary