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Exhibit 3.1
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QUICKSILVER RESOURCES INC.
 Corporation DGCL
 1.
    
    The name of the Corporation is Quicksilver Resources Inc.2.
    
    The original Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware (the Delaware SOS) on December 18, 1997, and has
since been amended or supplemented by the following certificates or other instruments filed by
the Corporation with the Delaware SOS:
  1998
Restated Certificate
 1999 Merger Certificate
 2000 Special Voting Stock Designation
 2001 Amendment
 2003 Series A Preferred Designation
 2004 Amendment
 2004 Series A Preferred Increase
 2004 Restated Certificate
 2005 Amended Series A Preferred
Designation
 Special Voting Stock Elimination




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Certificate of
Incorporation
 3.
    
    This Amended and Restated Certificate of Incorporation (this Restated Certificate of
Incorporation) amends Article Fourth of the Certificate of Incorporation to increase the
number of authorized shares of common stock of the Corporation from 100,000,000 shares to
200,000,000 shares, amends the authorized number of shares of Series A Preferred Stock from
100,000 shares to 200,000 shares and restates and integrates the remaining provisions of the
Certificate of Incorporation.4.
    
    The amendment to the Certificate of Incorporation was duly adopted pursuant to resolutions
adopted by the Board of Directors of the Corporation and by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote thereon in accordance
with Section 242 of the DGCL and the restatement of the Certificate of Incorporation was duly
adopted pursuant to resolutions adopted by the Board of Directors of the Corporation in
accordance with Section 245 of the DGCL.5.
    
    The text of this Restated Certificate of Incorporation is set forth herein in its entirety as
follows:
 FIRST:
    
    The name of the Corporation is Quicksilver Resources Inc.SECOND:
    
    The address of its registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.THIRD:
    
    The nature of the business or purposes to be conducted or promoted is: to engage in
any lawful act or activity for which corporations may be organized under the DGCL.FOURTH:
    
    The aggregate number of shares of all classes of stock which the Corporation shall
be authorized to issue is 210,000,000, divided into the following: 200,000,000 shares
of Common Stock, par value of one cent ($0.01) per share (the Common Stock)
and 10,000,000 shares of Preferred Stock, par value of one cent ($0.01) per share (the
Preferred Stock).The Board of Directors of the Corporation is expressly vested with
authority to issue one or more series of Preferred Stock having such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof
as
are permitted by law and as shall be stated and expressed in the
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resolution or resolutions providing for the issue of each such series of
stock adopted by the Board of Directors.
 Series A Junior Participating Preferred Stock
 Designation, Par Value and Amount Series A Preferred Stock
 Dividends and Distributions.
 Quarterly Dividend
Payment Date Common Stock Initial Issuance Date
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Voting Rights
     4




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Voting Preferred Stock
 Preferred Director
  5




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Certain Restrictions.
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Reacquired Shares.
 Liquidation, Dissolution or Winding Up.
 Series A Liquidation
Preference Capital Adjustment Adjustment Number
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Consolidation, Merger, Combination, Etc.
 No Redemption.
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Ranking.
 Amendment.
 Fractional Shares.
 FIFTH:
    
    The Corporation is to have perpetual existence.SIXTH:
    
    In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized:To make, alter or repeal the bylaws of the Corporation.SEVENTH:
    
    Elections of directors need not be by written ballot unless the bylaws of the
Corporation shall so provide.Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time
to time by the Board of Directors or in the bylaws of the Corporation.EIGHTH:
    
    The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are granted
subject to this reservation.NINTH:
    
    A director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director except
for liability (i) for any breach of the directors duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived any
improper personal benefit. Neither the amendment nor repeal of this
Article Ninth, nor the adoption of any provision of the
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Corporations
Restated Certificate of Incorporation inconsistent with this Article
Ninth, shall eliminate or reduce the effect of this Article Ninth in
respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article Ninth, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.TENTH:
    
    To the fullest extent permitted by applicable law, the Corporation shall indemnify
any officer or director as set forth in the bylaws of the Corporation, pursuant to
Section 145 of the DGCL.ELEVENTH:
    
    (a)  The number of directors constituting the entire Board of Directors shall be
not less than three nor more than nine as fixed from time to time by vote of a majority
of the entire Board of Directors, provided, however, that the number of directors shall
not be reduced so as to shorten the term of any director at the time in office, and
provided, further, that the number of directors constituting the entire Board of
Directors shall be seven until otherwise fixed by a majority of the entire Board of
Directors.(b)  The Board of Directors shall be divided
into three classes, as nearly equal in number as the then total
number of directors constituting the entire Board of Directors
permits, with the term of office of one class expiring each year.
At the annual meeting of stockholders of the Corporation at which
this Article Eleventh is approved, directors of the first class
shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the second succeeding
annual meeting and directors of the third class shall be elected to
hold office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason,
and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next
election of the class for which such directors shall have been
chosen and until their successors shall be elected and qualified.
At each annual meeting of stockholders the successors to the class
of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.(c)  Notwithstanding any other provisions of
this Restated Certificate of Incorporation or the bylaws of the
Corporation, any director or the entire Board of Directors of the
Corporation may be removed
at any time, but only for cause and only by the affirmative vote of
the holders of two-thirds or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the
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election of directors (considered for this purpose as one class) cast
at a meeting of the stockholders called for that purpose.TWELFTH:
    
    No action required to be taken or which may be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting, and the
power of stockholders to cause any such action to be taken by consent in writing,
without a meeting, prior notice, and a vote, is specifically denied.THIRTEENTH:
    
    Notwithstanding any other provision of this Restated Certificate of
Incorporation or the bylaws of the Corporation (and in addition to any other vote that
may be required by law, this Restated Certificate of Incorporation or the bylaws), the
affirmative vote of the holders of at least two-thirds of the outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required to amend, alter
or repeal any provision of Articles Ninth, Tenth, Eleventh, Twelfth, or Thirteenth of
this Restated Certificate of Incorporation.
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QUICKSILVER RESOURCES INC.By:
Name:
    
    /s/ John C. Cirone

John C. CironeTitle:
    
    Senior Vice President, General Counsel and Secretary
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