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                                                                     EXHIBIT 3.2




                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        TRANSAMERICAN ENERGY CORPORATION


         Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, TransAmerican Energy Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify:

         FIRST:  That the Board of Directors of the Corporation, by unanimous
consent pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware, adopted a resolution setting forth and declaring advisable the
following proposed amendments to the Corporation's Certificate of
Incorporation:

         "Article 3 of the Corporation's Certificate of Incorporation be
amended to read in its entirety as follows:

                 3.  The purposes of the Corporation are to engage in any
         lawful act or activity for which corporations may be organized under
         the General Corporation Law of the State of Delaware."

         "Articles 10, 11 and 12 of the Corporation's Certificate of
Incorporation be deleted in their entirety, and Articles 13 and 14 be
renumbered as Articles 10 and 11 accordingly."

         "Renumbered Article 11 of the Corporation's Certificate of
Incorporation be amended to read in its entirety as follows:

                 11.  The Corporation reserves the right to amend, alter,
         change or repeal any provision contained in this Certificate of
         Incorporation in any manner now or hereafter provided herein or by
         statute; and, except as provided with respect to the indemnification
         or liability of directors, all rights, preferences and privileges
         conferred by this Certificate of Incorporation upon stockholders,
         directors, or any other person are granted subject to such right."

         SECOND:  That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the common stockholders and
the preferred stockholders of the Corporation, and the necessary number of
shares of common stock and preferred stock as required by statute and by the
Corporation's Certificate of Incorporation gave written consent in accordance
with Section 228 of the General Corporation Law of the State of Delaware to
approve and adopt the amendment.
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         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 this Certificate of Amendment shall be effective upon
the filing hereof.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to its
Certificate of Incorporation to be executed this 25th day of June, 1997.

                                                TRANSAMERICAN ENERGY CORPORATION


                                                By:  /s/ Ed Donahue            
                                                     --------------------------
                                                     Ed Donahue, Vice President





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