EXHIBIT 3.3

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708 Website: secretaryofstate.biz

Certificate of Amendment                    Entity # C8467-1997
(Pursuant to NRS 78.385 and 78.390) Document Number: 20050240986-16

                                            Date Filed: 6/21/2005  10:25:32 AM
                                              in the Office of Dean Heller
                                              Secretary of State

              Certificate of Amendment to Articles of Incorporation
                         For Nevada Profit Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

     1.   Name of corporation: Gasco Energy, Inc.

     2.   The articles have been amended as follows (provide article numbers, if
          available):

          The first  paragraph  of Article  III -  AUTHORIZED  CAPITAL  STOCK is
          amended to state as follows:

          "The amount of total  authorized  capital stock which the  Corporation
          shall have authority to issue is  300,000,000  shares of common stock,
          each with $0.0001 par value,  and 5,000,000 shares of preferred stock,
          each with $0.001 par value.  To the fullest  extent  permitted  by the
          laws of the State of Nevada  (currently  set forth in NRS 78.195),  as
          the same now exists or may hereafter be amended or  supplemented,  the
          Board of Directors  may fix and determine  the  designations,  rights,
          preferences  or other  variations  of each class or series within each
          class of capital stock of the Corporation."

          The remaining paragraphs of Article III are unchanged.

     3.   The vote by which the  stockholders  holding shares in the corporation
          entitling them to exercise at least a majority of the voting power, or
          such greater  proportion of the voting power as may be required in the
          case of a vote by  classes  or series,  or as may be  required  by the
          provisions of the * articles of  incorporation  have voted in favor of
          the amendment is: 48,412,164 shares (67.23%)

     4.   Effective date of filing: (optional).

     5.   Officer Signature (required): /s/ Michael Decker

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.