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                                                                     EXHIBIT 3.3

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                       TRANSAMERICAN REFINING CORPORATION


         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, TransAmerican Refining Corporation (the "Corporation"), hereby
adopts the following Articles of Amendment to its Articles of Incorporation:

         ARTICLE ONE. The name of the Corporation is TransAmerican Refining
Corporation.

         ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders of the Corporation as of December 14, 1998:

         A new Article 10 shall be added to the Articles of Incorporation of the
Corporation to read in its entirety as follows:

                                   "ARTICLE X

         Notwithstanding any other provision of these Articles of Incorporation
         and any provision of law, the Corporation shall not without the
         unanimous affirmative vote of the members of the Board of Directors of
         the Corporation, (i) institute proceedings to be adjudicated bankrupt
         or insolvent, (ii) consent to the institution of bankruptcy or
         insolvency proceedings against it, (iii) file a petition seeking or
         consent to reorganization or relief under any applicable federal or
         state law relating to bankruptcy, (iv) consent to the appointment of a
         receiver, liquidator, assignee, trustee, sequestrator (or other similar
         official) of the Corporation or a substantial part of the property of
         the Corporation, (v) make a general assignment for the benefit of
         creditors, (vi) admit in writing its inability to pay its debts
         generally as they become due, or (vii) take any corporate action in
         furtherance of the actions set forth in clauses (i) through (vi) of
         this paragraph; provided, however, that no directors may be required by
         any stockholder of the Corporation to consent to the institution of
         bankruptcy or insolvency proceedings against the Corporation so long as
         it is solvent."

         ARTICLE THREE. The number of shares of Common Stock the Corporation
outstanding and entitled to vote was 30,000,000 at the time of the adoption of
this amendment.

         ARTICLE FOUR. The holders of all of the shares of Common Stock
outstanding and entitled to vote on said amendment have signed a written consent
to the adoption of this amendment.



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         Dated as of the 14th day of December, 1998.


                                      TRANSAMERICAN REFINING CORPORATION


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