Exhibit 3.1

                         CERTIFICATE OF SECOND AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     DISCOVERY  OIL,  LTD.,  a  corporation  organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, hereby certifies
that:

     I.  The Board of Directors duly approved  and recommended amendments to the
Certificate  of  Incorporation  of  the  Corporation  as  previously  amended.

     II.  Thereafter pursuant to shareholder approval as provided by the General
Corporation  Law of Delaware, and by the requisite number and majority of shares
voting in favor, called together and voting in the manner prescribed by law, the
amendments  which  follow  were  adopted.

     III.  There  were  19,312,702  shares  of common stock entitled to vote, of
which  11,877,625  (61.50%)  voted  in favor of the amendments which follow.  No
shares  of  preferred  stock  authorized  were  or  ever  have  been  issued.

     IV.  Accordingly,  the  Certificate  of  Incorporation  (as once previously
Amended)  shall  be  further  amended  as  follows:

     PARAGRAPH  FOURTH,  SUBPARAGRAPH  A,  AS  AMENDED  PREVIOUSLY,  PROVIDED:

     Authorized  Shares:  The total number of shares which the Corporation shall
be authorized to is 30,000,000, of which 25,000,000 shares shall be common stock
par  value  $0.01  per share, and 5,000,000 shares shall be preferred stock, par
value  $1.00.

     PARAGRAPH  FOURTH,  SUBPARAGRAPH  A,  AS NOW FURTHER AMENDED, SHALL INSTEAD
PROVIDE:

          Authorized  Shares:  The  total number of shares which the Corporation
shall  be  authorized  to  is Two-Hundred-Million (200,000,000) shares of common
stock  par  value  $0.001  per  share.

     PARAGRAPH  FOURTH,  SUBPARAGRAPH B, SHALL BE DELETED IN ITS ENTIRETY to the
effect that no preferred shares shall thereafter be authorized by the amendment.

     V.  This Certificate is made and attested to by the President and Secretary
of  the  corporation,  and  dated  August  31,  2001  as  follows:




          /s/  Adrew  V.  Ippolito                /s/  M.  Jeanett  Ippolito
         ----------------------------             ------------------------------
               ANDREW V. IPPOLITO                      M. JEANETT IPPOLITO
               President                               Secretary - Treasurer