EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION

      St. Mary Land & Exploration Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

      1. That at a regular meeting of the Board of Directors of St. Mary Land &
Exploration Company (the "Company") a resolution was adopted proposing an
amendment to the restated Certificate of Incorporation of the Company declaring
such amendment to be advisable and calling for a vote of its shareholders at the
annual meeting held on May 20, 1998 which was adjourned to June 3, 1998. The
resolution setting forth the proposed amendment was as follows:

            RESOLVED, that Article Fourth of the Company's restated Certificate
      of Incorporation is hereby amended to read as follows:

      FOURTH: The total number of shares of capital stock which the corporation
      shall have authority to issue is 50,000,000 shares of $.01 par value each.

            FURTHER RESOLVED, that the officers of the Company are hereby
      authorized and empowered to do or cause to be done all such acts or things
      and to sign and deliver or cause to be signed and delivered all such
      documents, instruments and certificates, in the name and on behalf of the
      Company or otherwise, as such officers may deem necessary, advisable or
      appropriate to effectuate and carry out the purposes and intent of the
      foregoing resolutions.

      2. That thereafter at the annual meeting of the shareholders called and
held on May 20, 1998 and adjourned to June 3, 1998 upon notice and accordance
with Section 222 of the General Corporation Law of the State of Delaware the
necessary number of shares as required by law were voted in favor of the
amendment.

      3. That the amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, St. Mary Land and Exploration Company has caused this
certificate to be signed by Mark A. Hellerstein, its President, and attested by
David L. Henry, its Secretary, this 22nd day of June, 1998.

                                          ST. MARY LAND & EXPLORATION
                                          COMPANY, a Colorado
ATTEST:

/S/ DAVID L. HENRY                        By:  /S/MARK A. HELLERSTEIN
- ---------------------------------              ------------------------------
David L. Henry, Secretary                      Mark A. Hellerstein, President