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                                                                      EXHIBIT 4c


                             ARTICLES OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION

                                       OF

                                   MESA INC.

                                 June 25, 1996


                 MESA Inc., a Texas corporation (the "Company"), pursuant to
the provisions of Article 4.02 and 4.04 of the Texas Business Corporation Act
(the "TBCA"), hereby adopts the following Articles of Amendment to the Amended
and Restated Articles of Incorporation of the Company (these "Articles of
Amendment"):


                                  ARTICLE ONE

                 The Amended and Restated Articles of Incorporation of the
Company (the "Articles of Incorporation") are hereby amended by these Articles
of Amendment as follows:

                 (a)      The first paragraph of Article IV of the Articles of
Incorporation is hereby amended to read as follows:

                 "The aggregate number of shares that the Company shall have
         the authority to issue is 1,100,000,000 shares, consisting of
         600,000,000 shares of Common Stock, par value $0.01 per share, and
         500,000,000 shares of Preferred Stock, par value $0.01 per share."
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                          (b)     Article VII of the Articles of Incorporation
is hereby deleted in its entirety and replaced with the following:

                                  "ARTICLE VII

                 Except to the extent required by the TBCA and as provided in
         the resolutions of the Board of Directors authorizing any series of
         preferred stock of the Company, no action required or permitted by the
         TBCA to be taken at any annual or special meeting of the shareholders
         of the Company may be taken without a meeting, and the power of
         shareholders to consent in writing, without a meeting, to the taking
         of any action is specifically denied."


                                  ARTICLE TWO

                 The amendments provided for in these Articles of Amendment
have been approved by the Board of Directors of the Company pursuant to
resolutions adopted on April 26, 1996, and these Articles of Amendment have
been duly adopted by the shareholders of the Company on June 25, 1996 (the
"Adoption Date") pursuant to Article 4.02 of the TBCA.


                                 ARTICLE THREE

                 On the Adoption Date, 64,050,009 shares of Common Stock were
outstanding, all of which were entitled to vote on these Articles of Amendment.
34,153,553 shares of Common Stock were voted in favor of these Articles of
Amendment and 8,532,498 shares of Common Stock were voted against these
Articles of Amendment.

                 On the Adoption Date, no shares of Preferred Stock were
outstanding and entitled to vote on these Articles of Amendment.
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                 IN WITNESS WHEREOF, these Articles of Incorporation have been
executed on the date first above written by the undersigned duly qualified and
acting officer of the Company.



                                           MESA INC.



                                           By:  /s/ STEPHEN K. GARDNER
                                               --------------------------------
                                                    Stephen K. Gardner
                                                    Vice President and
                                                    Chief Financial Officer