Exhibit 3.1

                           CERTIFICATE OF AMENDMENT

                                      OF

                     RESTATED CERTIFICATE OF INCORPORATION

        VINTAGE PETROLEUM, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of said corporation, at a meeting 
duly held on February 20, 1997, duly adopted resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that said
amendment be considered at the next annual meeting of stockholders. The
resolution setting forth the proposed amendment is as follows:

          RESOLVED, that, subject to the approval of the stockholders of the 
        Company, the Restated Certificate of Incorporation of the Company be,
        and the same hereby is, amended by changing paragraph (a) of Article
        FIFTH so that, as amended, said paragraph (a) of Article FIFTH shall be
        and read in its entirety as follows:

                "FIFTH. (a) The total number of shares of all classes of stock
                which the Corporation shall have authority to issue is eighty-
                five million (85,000,000) shares consisting of eighty million
                (80,000,000) shares of Common Stock, having a par value of One-
                Half Cent ($.005) per share, and five million (5,000,000) shares
                of Preferred Stock, having a par value of One Cent ($.01) per
                share."

        SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the 1997 annual meeting of stockholders of said corporation was 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 said 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.

        IN WITNESS WHEREOF, Vintage Petroleum, Inc. has caused this certificate 
to be signed by S. Craig George, its President, and attested by William C. 
Barnes, its Secretary, this 19th day of May, 1997.

                                VINTAGE PETROLEUM, INC.


                                By: /s/ S. Craig George
                                   -----------------------------------
ATTEST:                             S. Craig George
                                    President

/s/ Williams C. Barnes
- --------------------------------
William C. Barnes
Secretary