Exhibit 3.5

                        CERTIFICATE OF AMENDMENT OF THE
                    RESTATED CERTIFICATE Of INCORPORATION OF
                          GULFPORT ENERGY CORPORATION

     Gulfport Energy Corporation, a corporation organized and existing under the
laws  of  the  State  of  Delaware  (the  "Corporation"), does hereby certify as
follows:

     FIRST:  The  name  of  the  Corporation  is  Gulfport  Energy  Corporation.

     SECOND: The Corporation hereby effects a 50 to 1 reverse stock split of its
Common  Stock  as  follows:

          Each  fifty  (50)  shares  of  Common  Stock  issued  and  outstanding
     immediately  prior  to  the  amendments  set  forth  in this Certificate of
     Amendment  becoming  effective shall, without any action on the part of the
     respective  holders  thereof,  be  converted  into  one (1) share of Common
     Stock.  No fractional shares shall be issued in connection with the reverse
     stock  split.  All  fractional  share  interests resulting from the reverse
     stock  split  shall instead be rounded up to a whole share of Common Stock.
     Each  stock certificate representing shares of Common Stock that was issued
     and  outstanding  immediately prior to the time the amendments set forth in
     this  Certificate of Amendment became effective shall represent such number
     of  shares  of Common Stock into which the shares of Common Stock evidenced
     by  the  certificate  immediately  prior  to  the  reverse stock split were
     converted  as  a  result  of  the  reverse  stock  split.

     THIRD: The foregoing amendments were declared advisable and proposed to the
corporation's  stockholders  by resolutions adopted by unanimous written consent
of  the  Board  of  Directors  dated  January  21,  1999.

     FOURTH: That in lieu of a meeting and vote of stockholders the holders of a
majority  of  the issued and outstanding voting capital stock of the Corporation
have  each given their respective written consent to the foregoing amendments in
accordance  with the provisions of Section 228 of the General Corporation Law of
the  State  of  Delaware.

     FIFTH:  That  the foregoing amendments were duly adopted in accordance with
the  applicable  provisions  of Section 242(b) of the General Corporation Law of
the  State  of  Delaware.

     IN WITNESS WHEREOF, Gulfport Energy Corporation has caused this Certificate
of  Amendment  to be signed, on its behalf, by Mark Liddell, its President, this
21st  day  of  January,  1999.

                                 GULFPORT  ENERGY  CORPORATION



                                 By:/s/  Mark  Liddell
                                    ------------------------------
                                    Mark  Liddell,  President