EXHIBIT 3.2
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BARRETT RESOURCES CORPORATION
Pursuant to the provisions of Section 242 of the General Corporation
Law Of Delaware, the undersigned corporation adopts the following amendment to
its Certificate Of Incorporation:
FIRST: The name of the corporation is Barrett Resources Corporation.
SECOND: The following amendment to the Certificate Of Incorporation
was adopted by a vote of the stockholders sufficient for approval effective on
June 17, 1997 in the manner prescribed by the General Corporation Law of the
State of Delaware:
Article FOURTH of the Certificate Of Incorporation is amended to
read in its entirety as follows:
"FOURTH: The total number of shares that the corporation
shall have the authority to issue is 46,000,000, consisting of
45,000,000 shares of common stock, with each share having a par
value of $.01, and 1,000,000 shares of preferred stock, with each
share having a par value of $.001.
The Board of Directors is hereby expressly
authorized, by resolution or resolutions, to provide, out of the
unissued shares of preferred stock, for the issuance of one or
more series of preferred stock, with such voting powers, if any,
and with such designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
expressed in the resolution or resolutions providing for the
issuance thereof adopted by the Board of Directors, including,
without limiting the generality of the foregoing, the following:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if
different from the par value thereof;
(b) whether the shares of such series shall have voting rights,
in addition to any voting rights provided by law, and, if
so, the terms of such voting rights, which may be general or
limited;
(c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what
dates, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such
dividends shall bear to the dividends payable on any shares
of stock of any other class or
any other series of this class;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices
and other terms and conditions of such redemption;
(e) the amount or amounts payable upon shares of such series
upon, and the rights of the holders of such series in, the
voluntary or involuntary liquidation, dissolution or winding
up, or upon any distribution of the assets, of the
Corporation;
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the
extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the
operation thereof;
(g) whether the shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or
classes or of any other series of this class or any other
class or classes of capital stock and, if so, the price or
prices or the rate or rates of conversion or exchange and
the method, if any, of adjusting the same, and any other
terms and conditions of such conversion or exchange;
(h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the
payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition
by the Corporation of, the common stock or shares of stock
of any other class or any other series of this class; and
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any
additional stock, including additional shares of such series
or of any other series of this class or of any other class
or classes.
The powers, preferences and relative, participating,
optional and other special rights of each series of preferred
stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other
series at any time outstanding. All shares of any one series of
preferred stock shall be identical in all respects with all other
shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which
dividends thereon shall be cumulative."
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THIRD: The Amendment does not provide for the exchange,
reclassification or cancellation of issued shares.
FOURTH: The Amendment does not effect a change in the amount of
stated capital.
Dated: June 17, 1997
BARRETT RESOURCES CORPORATION
By: /s/ Eugene A. Lang, Jr.
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Eugene A. Lang, Jr., Senior Vice President
The undersigned, Eugene A. Lang, Jr., Senior Vice President of the
Corporation, hereby affirms and acknowledges, under penalties of perjury, that
the signature of the undersigned on the foregoing instrument is his act and deed
or the act and deed of the Corporation, and that the facts stated in the
foregoing instrument are true.
/s/ Eugene A. Lang, Jr.
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Eugene A. Lang, Jr., Senior Vice President
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