EXHIBIT 3.5

                           CERTIFICATE OF AMENDMENT
                                    OF THE
                         CERTIFICATE OF INCORPORATION
                                      OF
                            3TEC ENERGY CORPORATION


     The undersigned, being the Chief Executive Officer of 3TEC Energy
Corporation (the "Corporation") DOES HEREBY CERTIFY as follows:

     1.   That the Board of Directors of the Corporation, by duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declared to the stockholders of the
Corporation that the proposed amendment was advisable and authorized the
officers of the Corporation to submit such proposed amendment to the
stockholders for their consideration.  Such proposed amendment is set forth as
follows:

     "FIFTH:

          (a) The number of Directors of the Corporation shall not be less than
     five (5).  The exact number of directors within the limitations specified
     in the preceding sentence shall be fixed from time to time pursuant to a
     resolution adopted by the Board of Directors or as provided in the Bylaws
     of the Corporation.

          (b) The Board of Directors shall be and is divided into three (3)
     classes:  Class I, Class II and Class III.  No one class shall have more
     than one director more than any other class.  If a fraction is contained in
     the quotient arrived at by dividing the authorized number of directors by
     three, then, if such fraction is one-third, the extra director shall be a
     member of Class I, and if such fraction is two-thirds, one of the extra
     directors shall be a member of Class I and one of the extra directors shall
     be a member of Class II, unless otherwise provided from time to time by
     resolution adopted by the Board of Directors.

          (c) Elections of directors need not be by written ballot except as and
     to the extent provided in the Bylaws of the Corporation.

          (d) Each director shall serve for a term ending on the date of the
     third annual meeting following the annual meeting at which such director
     was elected; provided, that each initial director in Class I shall serve
     for a term expiring at the Corporation's annual meeting held in 2002; each
     initial director in Class II shall serve for a term expiring at the
     Corporation's annual meeting held in 2003; and each initial director in
     Class III shall serve for a term expiring at the Corporation's annual
     meeting held in 2004; provided, further, that the term of each director
     shall continue until the election and qualification of his successor and
     shall be subject to his earlier death, resignation or removal.

          (e) In the event of any increase or decrease in the authorized number
     of directors, (i) each director then serving as such shall nevertheless
     continue as a director of the class of which he is a member until the
     expiration of his current term, subject to his earlier death, resignation
     or removal, and (ii) the newly created or eliminated directorships
     resulting from such increase or decrease shall be apportioned by the Board
     of Directors among the three classes of directors in accordance with the
     provisions of Section (b) above.  To the extent possible, consistent with
     the provisions of Section (b)


     above, any newly created directorships shall be added to those classes
     whose terms of office are to expire at the latest dates following such
     allocation, and any newly eliminated directorships shall be subtracted from
     those classes whose terms of offices are to expire at the earliest dates
     following such allocation, unless otherwise provided from time to time by
     resolution adopted by the Board of Directors.

          (f) Directors of the Corporation may be removed only for cause by the
     affirmative vote of the holders of at least two-thirds of the shares of the
     capital stock of the Corporation issued and outstanding and entitled to
     vote.

          (g) Notwithstanding any other provisions of law, this Certificate of
     Incorporation or the Bylaws of the Corporation, and notwithstanding the
     fact that a lesser percentage may be specified by law, the affirmative vote
     of the holders of at least eighty percent (80%) of the shares of capital
     stock of the Corporation issued and outstanding and entitled to vote shall
     be required to amend or repeal, or to adopt any provision inconsistent
     with, this Article FIFTH."

     2.   That the Board of Directors of the Corporation, by duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declared to the stockholders of the
Corporation that the proposed amendment was advisable and authorized the
officers of the Corporation to submit such proposed amendment to the
stockholders for their consideration.  Such proposed amendment is set forth as
follows:

          TENTH:  No action required to be taken or which may be taken at any
     annual or special meeting of stockholders of the Corporation may be taken
     without a meeting, and the power of the stockholders to consent in writing,
     without a meeting, to the taking of any action is specifically denied.

     3.   That thereafter, pursuant to resolutions of its Board of Directors,
the proposed amendments were submitted to the stockholders of the Corporation at
its 2001 Annual Meeting of stockholders and the necessary number of shares
required by statute were voted in favor of such amendments.

     4.   That such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, as amended.

     IN WITNESS WHEREOF, the undersigned has subscribed this document on the
date set forth below.

Dated:  June 14, 2001


                                   Floyd C. Wilson /s/
                                ----------------------------------------
                                Floyd C. Wilson, Chief Executive Officer