EXHIBIT 3.1 B 

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           TRANSMONTAIGNE OIL COMPANY

                                        
TransMontaigne Oil Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation")

DOES HEREBY CERTIFY THAT:

FIRST:  That pursuant to unanimous written consent dated June 3, 1998 of the
Board of Directors of the Corporation, resolutions were duly adopted setting
forth a proposed amendment of the Restated Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and further declaring that
said amendment be presented to the stockholders of the Corporation at the next
Annual Meeting of Stockholders for consideration thereof. The resolution setting
forth the proposed amendment is as follows:

RESOLVED, that the Restated Certificate of Incorporation of the Corporation be
amended by changing Article II thereof so that, as amended, said Article shall
be and read as follows:

             "The name of the Corporation is TransMontaigne Inc."

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, at
the Annual Meeting of Stockholders of the Corporation, duly called and held upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD:   That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of the Corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, TransMontaigne Oil Company has caused this Certificate to be
executed by Erik B. Carlson, its authorized officer, on this 26th day of August,
1998.



                              /s/ Erik B. Carlson
                              ------------------------------------------
                              Erik B. Carlson, Senior Vice President and
                              Corporate Secretary