Exhibit 3.2

                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                          BLACK WARRIOR WIRELINE CORP.


         Black Warrior  Wireline  Corp.,  a  corporation  organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does hereby certify:

         FIRST:  That at a Meeting of the Board of  Directors  of Black  Warrior
Wireline Corp., resolutions were duly adopted setting forth a proposed amendment
to  the  Certificate  of  Incorporation  of  said  Corporation,  declaring  said
amendment  to be  advisable  and calling a meeting of the  stockholders  of said
Corporation  for  consideration  thereof or  directing  that said  amendment  be
submitted to  stockholders  for action without a meeting by consents in writing.
The resolution setting forth the proposed amendment is as follows:

         RESOLVED,  that Article Fourth of the Certificate of  Incorporation  of
         this corporation be hereby amended to read in its entirety as follows:

                  FOURTH:  The total  number of shares of  capital  stock of all
         classes which the Corporation  shall have authority to issue is Fifteen
         Million  (15,000,000)  shares,  of which  Twelve  Million  Five Hundred
         Thousand (12,500,000) shares, of a par value of $.0005 per share, shall
         be designated  "Common  Stock",  and Two Million Five Hundred  Thousand
         (2,500,000)  shares,  of a par  value  of  $.01  per  share,  shall  be
         designated "Preferred Stock."

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors, a meeting of the 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 the 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.

         FOURTH: That the capital of said Corporation shall not be reduced under
or by reason of said amendment.

         IN WITNESS  WHEREOF,  said Black Warrior Wireline Corp. has caused this
Certificate  to be signed by William L.  Jenkins,  its  President,  and  Melissa
Clark, its Assistant Secretary, this 29th day of October, 1997.


Attest:                                             Black Warrior Wireline Corp.

/s/ Melissa Clark                   /s/ William L. Jenkins
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Melissa Clark, Assistant Secretary  William L. Jenkins, President