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                                                                    EXHIBIT 3.2

                                    FORM OF
                            CERTIFICATE OF AMENDMENT
                                       TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                      MEWBOURNE ENERGY PARTNERS 99-A, L.P.



         The undersigned managing partner of Mewbourne Energy Partners 99-A,
L.P., a limited partnership organized under the Delaware Revised Uniform
Limited Partnership Act (the "Partnership"), does hereby certify the following
amendment to the Certificate of Limited Partnership of the Partnership as on
file with the Secretary of State of Delaware, as follows:

                  Article Four is amended to add those persons set forth in
         Exhibit "A" hereto as general partners of the Partnership. The address
         of each general partner added hereby is as set forth in Exhibit "A"
         hereto.

         IN WITNESS WHEREOF, this Certificate of Amendment has been duly
executed by the undersigned managing partner as of the    day of     , 200 .


                                       MEWBOURNE DEVELOPMENT CORPORATION



                                       By:
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                                       Its:
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