Exhibit 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          GULFPORT ENERGY CORPORATION

     Gulfport  Energy  Corporation  (the "Corporation"), a corporation organized
and  existing under and by virtue of the General Corporation Law of the State of
Delaware  ("DGCL"),  DOES  HEREBY  CERTIFY:

     FIRST:  That the Certificate of Incorporation is hereby amended as follows:

          (a)  the  first  paragraph  of  Article  Four is hereby deleted in its
     entirety and replaced with the following: "Article Four: The Corporation is
     hereby  authorized  to  issue  a  total  of  two  hundred fifty one million
     (251,000,000)  shares  of  capital  stock  which  shall  be subdivided into
     classes  as  follows."

          (b)  the  first  sentence  of  subparagraph (a) of Article 4 is hereby
     deleted in its entirety and replaced with the following: "Two hundred fifty
     million  (250,000,000)  shares  of the Corporation's capital stock shall be
     denominated  as Common Stock, have a par value of $0.01 per share, and have
     the  rights,  powers  and  preferences  set  forth  in  this  paragraph."

     SECOND: That the said amendment has been consented to and authorized by the
Board  of  Directors  of the Company by written consent given in accordance with
the  provisions  of  Section  141  of  the  Delaware  General  Corporation  Law.

     THIRD:  That the said amendment has been consented to and authorized by the
holders  of a majority of the issued and outstanding shares of stock entitled to
vote  thereon  by  written  consent  given  in accordance with the provisions of
Section  228  of  the  Delaware  General  Corporation  Law.

     FOURTH:  That  the  said  amendment was duly adopted in accordance with the
provisions  of  Section  242  of  the  Delaware  General  Corporation  Law.

     FIFTH:  That  this  Certificate  of  Amendment  of  the  Certificate  of
Incorporation  of  the  Corporation  shall  be  effective  upon  filing with the
Secretary  of  State  of  the  State  of  Delaware.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this Certificate to be
signed  by  Mark Liddell, President of the Corporation, the 10th day of October,
1998.

                                   GULFPORT  ENERGY  CORPORATION
                                   By:/s/  Mark  Liddell
                                   Name:
                                   Title: