EXHIBIT 3.4

                          CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                           STILLWATER MINING COMPANY


     Stillwater Mining Company (the "Corporation") was incorporated under that
name by the filing of its original Certificate of Incorporation with the
Secretary of State of the state of Delaware on December 2, 1992. The
undersigned, being the Chief Executive Officer of Stillwater Mining Company, a
Delaware corporation, hereby certifies that this Certificate of Amendment to
the Restated Certificate of Incorporation of the Corporation was duly adopted
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware at a meeting of the stockholders of the Corporation
duly noticed and called for such purpose by the affirmative vote of a majority
of the outstanding shares of common stock of the Corporation entitled to vote
at the meeting and that the Restated Certificate of Incorporation is hereby
amended by the amendment of Article 5, Section 5.1 of the Corporation's
Restated Certificate of Incorporation to read as follows:

           5.1. Except as otherwise provided for or fixed pursuant to the
     provisions of Article 4 of this Certificate relating to the rights of
     holders of any series of Preferred Stock, the number of directors
     constituting the entire Board of Directors shall be set forth in accordance
     with the bylaws of the Corporation; provided, however, that the number of
     directors shall be no less than seven and no more than ten.

     IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of May, 1999.



                                 By: /s/ WILLIAM E. NETTLES
                                     -------------------------------------------
                                     William E. Nettles, Chief Executive Officer


                                 ATTEST:


                                     /s/ MICHAEL A. SHEA
                                     -------------------------------------------
                                     Michael A. Shea, Secretary