DRUCKER INDUSTRIES INC
8-K, EX-3.1, 2000-10-18
OIL & GAS FIELD EXPLORATION SERVICES
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                                   EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT


<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


Drucker  Industries,  Inc., a corporation  organized  and existing  under and by
virtue of the General Corporation law of the State of Delaware

DOES HEREBY CERTIFY:

         FIRST: That a meeting of the Board of Directors of Drucker  Industries,
Inc.'s  resolutions  were duly adopted setting forth the proposed  amendments of
the Certificate of Incorporation of said corporation,  declaring said amendments
to be advisable and calling a meeting of the  stockholders  of said  corporation
for consideration  thereof. The resolution setting forth the proposed amendments
is as follows:

         RESOLVED,  that the Certificate of Incorporation of this corporation be
         amended by changing the Article  numbered "1" so that,  as amended said
         Article shall be read as follows:

         "The name of the corporation is amended to: Drucker, Inc."

         SECOND:  That  thereafter,  pursuant  to  resolution  of its  Board  of
Directors,  a special meeting of the  stockholders of said  corporation was duly
called and held,  upon  notice in  accordance  with  Section  222 of the General
Corporation  Law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendments.

     THIRD:  That  said  amendments  as duly  adopted  in  accordance  with  the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendments.



<PAGE>



         IN  WITNESS  WHEREOF,  said  Drucker  Industries,  Inc.  has caused its
corporate  seal to be  hereunto  affixed  and this  certificate  to be signed by
Gerald  Runolfson its President and Ernest Cheung its Secretary,  this _____ day
of _______________, 2000.

----------------------------------              --------------------------------
Secretary                                       President


STATE OF ____________________   )
                                )   SS.
COUNTY OF ____________________  )

Before me, the  undersigned,  a Notary Public in and for said State,  personally
appeared Gerald Runolfson and Ernest Cheung  personally known to me or proven to
me on the basis of  satisfactory  evidence  to be the  persons  whose  names are
subscribed to this instrument and acknowledged that they executed the same.

WITNESS my hand and official seal dated this ______ day of October, 2000.

My Commission expires: ______________

                                       ------------------------------------
                                       Notary Public



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