EXHIBIT 3.6

                                AMENDMENT NO. 2
                                      TO
                       BYLAWS OF 3TEC ENERGY CORPORATION

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     Section 4.1. General Powers; Election and Terms; Increases and Decreases in
Size of the Board; Vacancies. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.

     (a) The number of directors 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. The directors shall be elected at the annual meeting of the
stockholders by such stockholders as have the right to vote on such election.

     (b) The Board of Directors shall be and is divided into three 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 arriving
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) Each director shall serve for a term ending on the date of the third
annual meeting following the annual 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.

      (d) 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, resignaton 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.

      (e) Unless and until filled by the stockholders, any vacancy in the Board
of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by a vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected to hold office until the
next election of the class for which such director shall have been chosen,
subject to the election and qualification of his successor and to his earlier
death, resignation or removal.


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      Section 4.6. Removal. 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.


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     Section 10.2. Certain Amendments. Notwithstanding any other provisions of
law, these Bylaws or the Certificate of Incorporation, 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, Sections 4.1 or
4.6 of these Bylaws.

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                                 CERTIFICATE OF SECRETARY


      I, the undersigned, do hereby certify:

     (1)  That I am the duly elected and acting secretary of 3TEC Energy
          Corporation, a Delaware corporation (the "Corporation"); and

     (2)  That the foregoing Amendment No. 2 to the Bylaws of the Corporation
          was duly adopted by the Stockholders of the Corporation on June 14,
          2001, wherein:

          (a)  Sections 4.1 and 4.6 of the original Bylaws of the Corporation
               were deleted and the foregoing Sections 4.1 and 4.6 were inserted
               in lieu thereof; and wherein

          (b)  Section 10.2  was inserted as a new section in the Bylaws.


          IN TESTIMONY WHEREOF, I have hereunto subscribed my name this 14th day
     of June, 2001.


                                    __________________________________
                                    David S. Elkouri, Secretary

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