<PAGE>
EXHIBIT 3.1(d)
--------------
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
of
SANTA MARIA RESOURCES, INC.
A Nevada Corporation
We the undersigned, President and Assistant Secretary of Santa Maria Resources,
Inc., a Nevada Corporation, do hereby certify:
That the Shareholders of said corporation, at a meeting duly convened and held
in Las Vegas, Nevada on July 22, 1997 were presented with a resolution whereby
the Board of Directors would amend Articles IV of the Articles of Incorporation.
That a majority of the shareholders were represented at the meting of
stockholders either in person or by proxy. That a majority of the shareholders
with voting rights at said meting authorized the Board of Directors to amend
Article IV of the Articles of Incorporation to read as follows:
ARTICLE IV
CAPITAL STOCK
The amount of the total authorized stock of this Corporation shall
be One Hundred Million (100,000,000) shares of common stock with a
par value of $0.01 per share, all of which stock shall be entitled
to voting power. Shareholders shall not have pre-emptive rights or
be entitled to cumulative voting in connection with the shares of
the Corporation's common stock.
That the Board of Directors of said corporation at a meeting duly convened and
held in Las Vegas, Nevada on July 24, 1997, adopted a resolution to amend the
Articles of incorporation so that Article IV of the Articles of Incorporation
shall read as follows:
ARTICLE IV
CAPITAL STOCK
The amount of the total authorized stock of this Corporation shall
be One Hundred Million (100,000,000) shares of common stock with a
par value of $0.01 per share, all of which stock shall be entitled
to voting power. Shareholders shall not have pre-emptive rights or
be entitled to cumulative voting in connection with the shares of
the Corporation's common stock.
34
<PAGE>
_______________________________ __________________________________
President Assistant Secretary
Acknowledgement:
State of ____________________
County of ___________________
On ________________________ personally appeared before me, a Notary Public,
_________________________, President and _______________________, Assistant
Secretary who acknowledged they executed the above instrument on behalf of said
corporation.
_____________________________
Notary Public
35
<PAGE>
Acknowledgement:
State of Nevada
County of Clark
On October 7, 1997 personally appeared before me, a Notary Public, Alan H.
Russell, Assistant Secretary who acknowledged he executed the above instrument
on behalf of said corporation.
___________________________
Notary Public
36
