**Exhibit 3.4**

*Execution Copy*

**AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OFLINN ENERGY, LLC**

THISAMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANYAGREEMENT OF LINN ENERGY, LLC (this “Amendment”), dated as of October24, 2006, is entered into and effectuated by the Board of Directors (the “Board”)of Linn Energy, LLC, a Delaware limited liability company (the “Company”),pursuant to authority granted to it in Sections 5.5 and 11.1 of the Second Amendedand Restated Limited Liability Company Agreement of the Company, dated as ofJanuary 19, 2006 (the “Limited Liability Company Agreement”).  Capitalized terms used but not defined hereinare used as defined in the Limited Liability Company Agreement.

WHEREAS,Section 5.5(a) of the Limited Liability Company Agreement provides that theCompany may issue additional Company Securities for any Company purpose at anytime and from time to time for such consideration and on such terms andconditions as the Board shall determine, all without the approval of anyMembers;

WHEREAS,Section 5.5(b) of the Limited Liability Company Agreement provides that theCompany Securities authorized to be issued by the Company pursuant to Section5.5(a) of the Limited Liability Company Agreement may be issued in one or moreclasses, or one or more series of any such classes, with such designations,preferences, rights, powers and duties (which may be senior to existing classesand series of Company Securities) as shall be fixed by the Board;

WHEREAS,Section 11.1(c)(vii) of the Limited Liability Company Agreement provides thatthe Board, without the approval of any Member (subject to the provisions ofSection 5.6 of the Limited Liability Company Agreement), may amend any provisionof the Limited Liability Company Agreement that the Board determines to benecessary or appropriate in connection with the authorization of issuance ofany class or series of Company Securities pursuant to Section 5.5 of theLimited Liability Company Agreement, and the Board has determined that theamendments contemplated hereby are necessary or appropriate in connectiontherewith;

WHEREAS,the Board has determined that the issuance of the Class B Units provided for inthis Amendment is permitted by Section 5.6 of the Limited Liability CompanyAgreement;

WHEREAS,Section 11.1(c)(iv) of the Limited Liability Company Agreement provides thatthe Board, without the approval of any Member, may amend any provision of theLimited Liability Company Agreement to reflect a change that the Boarddetermines does not adversely affect the Members (including any particularclass of Interests as compared to other classes of Interests) in any materialrespect, and the Board has determined that such amendments contemplated herebydo not adversely affect the Members in any material respect; and

WHEREAS,the Board deems it in the best interest of the Company to effect this Amendmentto provide for (i) the issuance of the Class B Units, (ii) the conversion ofthe Class 

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B Units into Unitsin accordance with the terms described herein and (iii) such other matters asare provided herein.

NOW,THEREFORE, it is hereby agreed as follows:

A.                                   Amendment.  The Limited Liability Company Agreement ishereby amended as follows:

1.                                       Section1.1 of the Limited Liability Company Agreement is hereby amended to add oramend and restate the following definitions in the appropriate alphabeticalorder:

“*Capital Account True-UpElection*” has the meaning set forth in Section 6.1(d)(xii)(C).

“*Class B Unit*”means a Company Security representing a fractional part of the Interests of allMembers, and having the rights and obligations specified with respect to theClass B Units in this Agreement.  A “ClassB Unit” shall not constitute a Unit until such time as such Class B Unit isconverted into a Unit pursuant to Section 5.10.

“*Issue Price*” means the price at which a Unit or Class B Unitis purchased from the Company, net of any sales commissions or underwritingdiscount charged to the Company; for the avoidance of doubt, in the case of theClass B Units, the Issue Price shall be deemed to be $20.55 per Class B Unitand, in the case of the Privately Placed Units, $21.00 per Privately PlacedUnit.

“*Percentage Interest*” means, as of any date of determination(a) as to any Unitholder or holder of Class B Units holding Units or Class BUnits, the product obtained by multiplying (i) 100% less the percentageestablished pursuant to clause (b) below by (ii) the quotient obtained bydividing (A) the number of Units and Class B Units held by such Unitholder orholder of Class B Units by (B) the total number of all Outstanding Units orOutstanding Class B Units and (b) as to the holders of other Company Securitiesissued by the Company in accordance with Section 5.5, the percentageestablished as part of such issuance.

“*Per Unit Capital Amount*” means, as ofany date of determination, the Capital Account, stated on a per Unit, Class BUnit or Privately Placed Unit basis, as the case may be, underlying any Unit,Class B Unit or Privately Placed Unit, as the case may be, held by a Person.

“*Private Placement Value*” means withrespect to the Class B Units $22.27 per Class B Unit and the Privately PlacedUnits $22.27 per Privately Placed Unit.

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“*Privately Placed Units*”means the Units issued pursuant to the Unit Purchase Agreement.

“*Pro Rata*”means (a) when modifying Units, Class B Units, Privately Placed Units or anyclass of any thereof, apportioned equally among all designated Units, Class BUnits or Privately Placed Units, as the case may be, in accordance with theirrelative Percentage Interests, and (b) when modifying Members, apportionedamong all designated Members in accordance with their relative PercentageInterest.

“*Remaining NetPositive Adjustments*” means, as of the end of any taxable period,with respect to the holders of Units, Privately Placed Units or Class B Units,the excess of (i) the Net Positive Adjustments of the holders of Units,Privately Placed Units or Class B Units as of the end of such period over (ii)the sum of those Members’ Share of Additional Book Basis Derivative Items foreach prior taxable period.

“*Share ofAdditional Book Basis Derivative Items*” means, in connection withany allocation of Additional Book Basis Derivative Items for any taxable period,with respect to the holders of Units, Privately Placed Units or Class B Units,the amount that bears the same ratio to such Additional Book Basis DerivativeItems as the holders’ Remaining Net Positive Adjustments as of the end of suchperiod bears to the Aggregate Remaining Net Positive Adjustments as of thattime.

“*Unit*” means a Company Securityrepresenting a fractional part of the Interests of all Members, and having therights and obligations specified with respect to Units in this Agreement, whichincludes Privately Placed Units.  Theterm “Unit” does not refer to a Class B Unit prior to its conversion into aUnit pursuant to the terms hereof.

“*Unit Majority*”means a majority of the Outstanding Units.

“*Unit Purchase Agreement*”means the Class B Unit and Unit Purchase Agreement dated as of October 24, 2006between the Company and the purchasers named therein.

2.                                       ArticleIV of the Limited Liability Company Agreement is hereby amended to add a newSection 4.6(c) as follows:

(c)                                  Thetransfer of a Class B Unit or a Privately Placed Unit shall be subject to therestrictions imposed by Section 6.5.

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3.                                       Section5.4(a) of the Limited Liability Company Agreement is hereby amended to add thefollowing at the end of such section:

The initial Capital Account balance in respect of eachClass B Unit shall be the Private Placement Value for such Class B Unit, andthe initial Capital Account balance of each holder of Class B Units in respectof all Class B Units held shall be the product of such initial balance for aClass B Unit multiplied by the number of Class B Units held thereby.  The initial Capital Account balance inrespect of each Privately Placed Unit shall be the Private Placement Value forsuch Privately Placed Unit, and the initial Capital Account balance of eachholder of Privately Placed Units in respect of all Privately Placed Units heldshall be the product of such initial balance for a Privately Placed Unitmultiplied by the number of Privately Placed Units held thereby.  Immediately following the creation of aCapital Account balance in respect of each Class B Unit, each holder acquiringa Class B Unit at original issuance shall be deemed to have received a cashdistribution in respect of such Class B Units in an amount equal to the productof (x) the total number of Class B Units so acquired by such holder multipliedby (y) the difference between the Private Placement Value and the Issue Priceof a Class B Unit.  Immediately followingthe creation of a Capital Account balance in respect of each Privately PlacedUnit, each Unitholder acquiring a Privately Placed Unit at original issuanceshall be deemed to have received a cash distribution in respect of suchPrivately Placed Units in an amount equal to the product of (x) the totalnumber of Privately Placed Units so acquired by such Unitholder multiplied by(y) the difference between the Private Placement Value and the Issue Price of aPrivately Placed Unit.  The purpose ofthe four preceding sentences is to provide the initial purchasers of Class B Unitsand Privately Placed Units with a net Capital Account in the Class B Units andPrivately Placed Units on the date of purchase equal to the Issue Price paid bythose purchasers for the Class B Units and Privately Placed Units.

4.                                       Section5.4(c)(i) of the Limited Liability Company Agreement is hereby amended to addthe following at the end of such section:

Anyadjustments that are made under this paragraph in connection with the issuanceof the Class B Units or the Privately Placed Units shall be based on thePrivate Placement Value of the Class B Units and the Privately Placed Units.

5.                                       ArticleV of the Limited Liability Company Agreement is hereby amended to add a newSection 5.10 creating a new series of Company Securities as follows:

Section 5.10  *Establishment of Class BUnits*.

(a)                                  *General*.  The Board hereby designates and creates aseries of Company Securities to bedesignated as “Class B Units” and consisting of a total of 9,185,965 Class BUnits, and fixes the designations, preferences and relative, participating,optional or 

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otherspecial rights, powers and duties of holders of the Class B Units as set forthin this Section 5.10.

(b)                                 *Allocations*.  Except as otherwise provided in thisAgreement, including Section 6.1(d)(iii), all items of Company income, gain,loss, deduction and credit shall be allocated to the Class B Units to the sameextent as such items would be so allocated if such Class B Units were Units(other than Privately Placed Units) that were then Outstanding.

(c)                                  *Distributions*.  Each Class B Unit shall have the right toshare in Company distributions on a Pro Rata basis with the Units, with theamount of distributions on each such Class B Unit being equal to 115% of thequarterly cash distribution amount payable on each Unit.

(d)                                 *Vote of Unitholders*. Except as provided in this Section 5.10, the Class B Units are notconvertible into Units.  The Board shall,as promptly as practicable following the issuance of the Class B Units, but inany event not later than 90 days from the issuance of the Class B Units, takesuch actions as may be necessary or appropriate to submit to a vote or consentof the holders of the Units the approval of a change in the terms of the ClassB Units to provide that each Class B Unit will automatically convert into oneUnit (subject to appropriate adjustment in the event of any split-up,combination or similar event affecting the Units that occurs prior to theconversion of the Class B Units) effective immediately upon such approval bythe Unitholders of the issuance of additional Units upon such automaticconversion without any further action by the holders thereof.  The vote or consent required for suchapproval will be the requisite vote required under this Agreement and under therules or staff interpretations of the National Securities Exchange on which theUnits are listed or admitted to trading for the listing or admission to tradingof the Units that would be issued upon any such conversion.  Upon receipt of such approval and compliancewith Section 5.10(f), the terms of the Class B Units will be changed,automatically and without further action, so that each Class B Unit isconverted into one Unit and, immediately thereafter, none of the Class B Unitsshall be Outstanding.

(e)                                  *Change in Rules of National Securities Exchange*.  If at any time (i) the rules of the NationalSecurities Exchange on which the Units are listed or admitted to trading or thestaff interpretations of such rules are changed or (ii) facts or circumstancesarise so that no vote or consent of Unitholders is required as a condition tothe listing or admission to trading of the 

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Unitsthat would be issued upon any conversion of any Class B Units into Units asprovided in Section 5.10(d), the terms of such Class B Units will be changed sothat each Class B Unit is converted (without further action or any vote of anyUnitholders other than compliance with Section 5.10(f)) into one Unit (subjectto appropriate adjustment in the event of any split-up, combination or similarevent affecting the Units that occurs prior to the conversion of the Class BUnits) and, immediately thereafter, none of the Class B Units shall beOutstanding.

(f)                                    *Surrender of Certificates. *Upon receipt of the approval ofthe holders of the Units**toconvert the Class B Units into Units in accordance with Section 5.10(d) or achange in rules of the National Securities Exchange or a change in facts andcircumstances as described in Section 5.10(e), the Board shall give the holdersof the Class B Units prompt notice of such approval or change and, subject toSection 6.5, each holder of Class B Units shall promptly surrender the Class BUnit Certificates therefor, duly endorsed, at the office of the Company or ofany transfer agent for the Class B Units. In the case of any such conversion, the Company shall, as soon aspracticable thereafter, issue and deliver at such office to such holder ofClass B Units one or more Unit Certificates, registered in the name of suchholder, for the number of Units to which such holder shall be entitled asaforesaid.  Such conversion shall bedeemed to have been made as of the date of the event specified in Section5.10(d) or Section 5.10(e), as the case may be, and the Person entitled toreceive the Units issuable upon such conversion shall be treated for allpurposes as the record holder of such Units on said date.

(g)                                 *Voting Rights. *The Class B Units are non-voting, except that the Class BUnits shall be entitled to vote as a separate class on any matter thatadversely affects the rights or preferences of the Class B Units in relation toother classes of Interests (including as a result of a merger or consolidation)or as required by law.  The approval of amajority of the Class B Units shall be required to approve any matter for whichthe holders of the Class B Units are entitled to vote.

6.                                       Section6.1(c) of the Limited Liability Company Agreement is hereby amended to restateSection 6.1(c)(i)(B) as follows:

(B)                                Second,100% to all Unitholders and holders of Class B Units in accordance with theirrespective Percentage Interests.

7.                                       Section6.1(c) of the Limited Liability Company Agreement is hereby amended to add anew Section 6.1(c)(ii)(A) as follows:

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(A)                              First,to the holders of Class B Units, Pro Rata, until the Capital Account in respectto each Class B Unit then Outstanding has been reduced to zero; and

8.                                       Section6.1(c)(ii)(A) of the Limited Liability Company Agreement is hereby redesignatedas Section 6.1(c)(ii)(B), and Section 6.1(c)(ii)(B) of the Limited LiabilityCompany Agreement is hereby redesignated as Section 6.1(c)(ii)(C).

9.                                       ArticleVI of the Limited Liability Company Agreement is hereby amended to add a newSection 6.1(d)(iii) as follows:

(iii)                               *PriorityAllocations*.  If the amount ofcash or the Net Agreed Value of any property distributed (except cash orproperty distributed or deemed distributed pursuant to Section 5.4(a) of thisAgreement with respect to Class B Units or Privately Placed Units, or Section10.3 of this Agreement) to any holder of Class B Units with respect to itsClass B Units for a taxable year is greater (on a per Class B Unit basis) thanthe amount of cash or the Net Agreed Value of property distributed to theUnitholders with respect to their Units (on a per Unit basis), then each holderof Class B Units receiving such greater cash or property distribution shall beallocated gross income in an amount equal to the product of (a) the amount bywhich the distribution (on a per Class B Unit basis) to such holder of Class BUnits exceeds the distribution (on a per Unit basis) to the Unitholders and (b)the number of Class B Units owned by the holder of Class B Units.

10.                                 ArticleVI of the Limited Liability Company Agreement is hereby amended to add a newSection 6.1(d)(xii) as follows:

(xii)                             *Allocations for Class B Units and Privately PlacedUnits*.

(A)                              Withrespect to any taxable period of the Company ending upon, or after, a Book-UpEvent, a Book-Down Event or a sale of all or substantially all of the assets ofthe Company occurring after the date of issuance of the Class B Units and thePrivately Placed Units, Company items of income or gain for such taxable periodshall be allocated 100% (1) to the Members holding Class B Units or convertedClass B Units that are Outstanding as of the time of such event in proportionto the number of Class B Units or converted Class B Units held by such Members,until each such Member has been allocated the amount that increases the CapitalAccount of such Class B Unit or converted Class B Unit to the Per Unit CapitalAmount for a then outstanding Unit (other than a converted Class B Unit or aPrivately Placed Unit) and (2) to the Members holding Privately Placed Unitsthat are Outstanding as of the time of such event in proportion to the numberof Privately Placed Units held by such Members, until each such Member has beenallocated the amount that increases the Capital Account of such PrivatelyPlaced Unit to the Per Unit Capital 

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Amountfor a then outstanding Unit (other than a Privately Placed Unit or a Class BUnit).

(B)                                Withrespect to any taxable period of the Company ending upon, or after, thetransfer of converted Class B Units or Privately Placed Units to a Person thatis not an Affiliate of the holder, Company items of income or gain for suchtaxable period shall be allocated 100% (1) to the Members transferring suchconverted Class B Units in proportion to the number of converted Class B Unitstransferred by such Members, until each such Member has been allocated theamount that increases the Capital Account of such converted Class B Unit to thePer Unit Capital Amount for a then outstanding Unit (other than a convertedClass B Unit or a Privately Placed Unit) and (2) to the Members transferringsuch Privately Placed Units in proportion to the number of Privately Placed Unitstransferred by such Members, until each such Member has been allocated theamount that increases the Capital Account of such Privately Placed Unit to thePer Unit Capital Amount for a then outstanding Unit (other than a PrivatelyPlaced Unit or a converted Class B Unit).

(C)                                Withrespect to the first taxable period of the Company ending upon, or after, thedate of issuance of the Class B Units or the Privately Placed Units, at theelection of a Member holding Class B Units or Privately Placed Units (the “CapitalAccount True-Up Election”), items of income or gain for such taxable periodshall be allocated 100% to the Members making such Capital Account True-UpElection with respect to Class B Units or Privately Placed Units that areOutstanding as of the time of such Capital Account True-Up Election inproportion to the number of Class B Units or Privately Placed Units held bysuch Members, until each such Member has been allocated the amount thatincreases, the Capital Account of such Class B Unit or Privately Placed Unit tothe Per Unit Capital Amount for a then outstanding Unit (other than a Class BUnit or a Privately Placed Unit).

11.                                 Section 6.1(d)(xi)(A) of the LimitedLiability Company Agreement is hereby amended to replace the phrase “thisAmended and Restated Limited Liability Company Agreement” in the two placesthat it appears to “this Agreement”.

12.                                 Section 6.4 of the Limited LiabilityCompany Agreement is hereby amended to replace the reference to “Section 5.6(b)”with “Section 5.5(b)”.

13.                                 ArticleVI is hereby amended to add a new Section 6.5 as follows:

Section 6.5                                      *Special Provisions Relating to Holders of Class B Units and PrivatelyPlaced Units.*  A holder of (1)a Privately Placed Unit or (2) a Class B Unit that has converted into a Unitpursuant to Section 5.10 shall be required to provide notice to the Board ofthe number of Privately Placed Units or converted Class B Units transferred bysuch holder no later than the last Business Day of the calendar year duringwhich such 

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transferoccurred, unless (x) the transfer is to an Affiliate of the holder or (y) byvirtue of the application of Section 6.1(d)(xii)(B) to a prior transfer of theUnit or the application of Section 6.1(d)(xii)(A) or Section 6.1(d)(xii)(C),the Board has previously determined, based on advice of counsel, that thePrivately Placed Unit or converted Class B Unit should have, as a substantivematter, like intrinsic economic and federal income tax characteristics of anInitial Unit; provided, that such holder may cure any failure to provide suchnotice by providing such notice within 20 days of the last Business Day of suchcalendar year.  The sole and exclusiveremedy for any holder’s failure to provide any such notice shall be theenforcement of the remedy of specific performance against such holder and therewill be no monetary damages.  Inconnection with the condition imposed by this Section 6.5, the Board shall takewhatever steps are required to provide economic uniformity to the PrivatelyPlaced Units and converted Class B Units in preparation for a transfer thereof,including the application of Section 6.1(d)(xii)(B); *provided,however*, that no such steps may be taken that would have a materialadverse effect on the Unitholders holding Units represented by Unit Certificates.

B.                                     Agreementin Effect.  Except as hereby amended,the Limited Liability Company Agreement shall remain in full force and effect.

C.                                     ApplicableLaw.  This Amendment shall beconstrued in accordance with and governed by the laws of the State of Delaware,without regard to principles of conflicts of laws.

D.                                    Invalidityof Provisions.  If any provision ofthis Amendment is or becomes invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions containedherein shall not be affected thereby.

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INWITNESS WHEREOF, this Amendment has been executed as of the date first writtenabove.
|            | **LINN ENERGY, LLC** |
|------------|----------------------|
| ** ** |                 | ** ** |
| ** ** |                 | ** ** |
|       | By:                  |   |
|       |                 | Kolja Rockov |
|       |                 | Executive Vice President and Chief |
|       |                 | Financial Officer |

 

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