Exhibit 3.2
 FORM OF AMENDED AND RESTATED BYLAWS
 OF
 WPX ENERGY, INC.
(a Delaware corporation)
 ARTICLE I
CORPORATE OFFICES
 Registered Office
 Other Offices Board of Directors
 Defined Terms
 ARTICLE II
MEETINGS OF STOCKHOLDERS
 Annual Meeting
 Special Meeting Preferred Stock Certificate of Incorporation Voting Stock
 Notice of Stockholders Meetings




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DGCL Exchange Act
 provided however
  Organization
  2




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List of Stockholders provided however provided
 Quorum provided
 3




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Adjourned Meeting
 Voting
   Proxies
 4




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Notice of Stockholder Business and Nominations
 Annual Meeting
  provided however
  5




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6




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7




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Special Meeting provided
 General
  8




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public announcement beneficially owned
  9




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Action by Written Consent
  provided
 provided
  Inspectors of Election
 10




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Meetings by Remote Communications provided
 11




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ARTICLE III
DIRECTORS
 Powers
 Number, Term of Office and Election provided however
 Vacancies provided however
 12




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Resignations and Removal
  provided however
 Regular Meetings provided
 Special Meetings
 Participation in Meetings by Conference Telephone
 13




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Quorum
 Board of Directors Action by Written Consent Without a Meeting provided
 Chairman of the Board
 Rules and Regulations
 Fees and Compensation of Directors
 Emergency Bylaws
 14




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ARTICLE IV
COMMITTEES
 Committees of the Board of Directors
 Meetings and Action of Committees
 ARTICLE V
OFFICERS
 Officers
 15




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provided however
 Removal, Resignation and Vacancies
 Chief Executive Officer
 Chief Financial Officer
 President
 Vice Presidents
 Treasurer
 16




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Secretary
 Assistant Treasurers
 Assistant Secretaries
 Other Officers
 Action with Respect to Securities of Other Corporations
 17




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ARTICLE VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 Right to Indemnification
 indemnitee proceeding provided however
 change of control
 18




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incumbent board provided however
 Advancement of Expenses
 Section 16
officer advancement of expenses provided however undertaking final adjudication
 provided however
 19




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Right of Indemnitee to Bring Suit
 20




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Non-Exclusivity of Rights
 Insurance
 Indemnification of Employees and Agents of the Corporation
 Nature of Rights
 Settlement of Claims
 Subrogation
 Severability
 21




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ARTICLE VII
CAPITAL STOCK
 Certificates of Stock
 Special Designation on Certificates provided however
 22




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Transfers of Stock provided however
 Lost Certificates
 Addresses of Stockholders
 Registered Stockholders
 Record Date for Determining Stockholders
  23




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provided however
   Regulations
 24




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ARTICLE VIII
GENERAL MATTERS
 Fiscal Year
 Corporate Seal
 Maintenance and Inspection of Records
 Reliance Upon Books, Reports and Records
 Subject to Law and Certificate of Incorporation
 ARTICLE IX
AMENDMENTS
 Amendments provided however
 25




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