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EXHIBIT 3.1

                              FIRST AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                   MIDWESTERN-OKLAHOMA ENERGY RESOURCES CORPORATION

     Midwestern-Oklahoma Energy Resources Corporation, an Oklahoma corporation
(this "Corporation"), does hereby certify:

     FIRST.  Midwestern-Oklahoma Energy Resources Corporation, an Oklahoma
corporation, was incorporated on March 10, 1998.

     SECOND.  This First Amended and Restated Certificate of Incorporation,
which restates and integrates and further amends the provisions of this
Corporation's Certificate of Incorporation, was duly adopted in accordance with
the provisions of Sections 77 and 80 of the Oklahoma General Corporation Act
(the "Act").

     THIRD.  This Corporation's Certificate of Incorporation is hereby restated
and further amended to read in its entirety as follows:

          1.  NAME.  The name of this corporation is "Midwestern-Oklahoma Energy
Resources Corporation" (this "Corporation"), and, as amended, the name of this
Corporation has been changed to  "Potomac Energy Corporation."

          2.  REGISTERED AGENT AND ADDRESS.  The address of this Corporation's
registered office in the State of Oklahoma is 2800 Oklahoma Tower, 210 Park
Avenue, Oklahoma City, Oklahoma 73102-5604.  The name of this Corporation's
registered agent at such address is Michael E. Dunn.

          3.  PURPOSE.  The nature of the business or purposes to be conducted
or promoted by this Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Oklahoma General Corporation Act.
The foregoing shall not be held to limit or restrict in any manner the objects
or purposes of this Corporation or the general powers conferred on this
Corporation by the laws of the State of Oklahoma.

          4.  CAPITALIZATION. The total number of shares of capital stock which
this Corporation shall have the authority to issue is 50,000,000 shares of
Common Stock having a par value of $.001 per share.  Each share of Common Stock
shall entitle the registered holder thereof to one vote on all matters brought
before the shareholders of this Corporation for a vote.   All shareholders of
this Corporation shall not have a preemptive or preferential right of
subscription to any shares of stock of this Corporation, whether now or
hereafter authorized, or to any obligations convertible into capital stock of
this Corporation, authorized, issued or sold.

          5.  INCORPORATOR.  The name and mailing address of the incorporator
are as follows:

          NAME                     MAILING ADDRESS

          Michael E. Dunn          2800 Oklahoma Tower
                                   210 Park Avenue
                                   Oklahoma City, Oklahoma 73102-5604

          6.  POWERS AND PRIVILEGES.  In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is expressly authorized
as follows:

          (a) To adopt, amend or repeal the Bylaws of this Corporation;

          (b) To authorize and cause to be executed or granted mortgages,
security interests and liens upon the real and personal property of this
Corporation;

          (c) To set apart out of any of the funds of this Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created;


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          (d) By a majority of the whole Board of Directors, to designate one or
more committees, each committee to consist of one (1) or more of the directors
of this Corporation.  The Board may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of a committee.  Any such committee, to the extent
provided in the resolution or in the Bylaws of this Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of this Corporation, and may authorize the seal of this
Corporation to be affixed to all papers which may require it; provided, however,
the Bylaws may provide that in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member;

          (e) When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
shareholders' meeting duly called upon such notice as required by law, or when
authorized by the written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all or substantially
all of the property and assets of this Corporation, including its goodwill and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its Board of Directors shall deem expedient and for the best
interests of this Corporation.

          7.  COMPROMISE OR ARRANGEMENT.  Whenever a compromise or arrangement
is proposed between this Corporation and its creditors or any class of them
and/or between this Corporation and its shareholders or any class of them, any
court of equitable jurisdiction within the State of Oklahoma may, on the
application in a summary way of this Corporation or of any creditor or
shareholder thereof or on the application of any receiver or receivers appointed
for this Corporation under the provisions of Section 1106 of Title 18 of the
Oklahoma Statutes or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 1100 of Title 18 of the Oklahoma Statutes, order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs.  If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the same
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the shareholders or class of
shareholders, of this Corporation, as the case may be, and also on this
Corporation.

          8.  GENERAL.  Meetings of shareholders may be held within or without
the State of Oklahoma, as the Bylaws may provide.  The books of this Corporation
may be kept (subject to any provision contained in the statutes) outside the
State of Oklahoma at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws of this Corporation.  Elections of
directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

          9.  INDEMNIFICATION AND INSURANCE.  (a) This Corporation shall, to the
fullest extent permitted by Section 1031 of the General Corporation Act of the
State of Oklahoma, as the same exists or may be amended, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said Section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in their official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
No amendment to or repeal of this Section 9 shall apply to, or have any effect
on, the right of indemnification of any officer, director, employee or agent of
this Corporation with respect to any act or omission of such person occurring
prior to any such amendment or repeal.

          (b) This Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of this Corporation
or another corporation, partnership, joint venture, trust, limited liability
company, association or other enterprise against any expense, liability or loss,
whether or not this Corporation would


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have the power to indemnify such person against such expense, liability or loss
under the General Corporation Act of the State of Oklahoma.

          10.  RELATED PARTY TRANSACTIONS.  To the extent permitted by law, no
contract or transaction between this Corporation and one or more of its
directors or officers, or between this Corporation and any other corporation,
partnership, trust, limited liability company, association or other organization
in which one or more of its directors or officers are directors or officers or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the directors or officers are present at or participate in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because the directors or officers or their
votes are counted for such purpose.

          11.  AMENDMENT.  This Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon shareholders herein are granted subject to this reservation.

          12.  BOARD OF DIRECTORS.  The powers of the Incorporator shall
terminate upon the election of the Board of Directors of this Corporation.  The
number of members of the Board of Directors of this Corporation shall be set
forth in the Bylaws of this Corporation.

          13.  LIMITED LIABILITY.  The private property of the shareholders of
this Corporation shall not be subject to the payment of the debts, liabilities
or obligations of or claims against this Corporation.

          14.  LIABILITY OF DIRECTORS.  To the fullest extent permitted by the
General Corporation Act of the State of Oklahoma, as the same exists or may
hereafter be amended, a director of this Corporation shall not be personally
liable to this Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director.  No amendment to or repeal of this Section 14
shall apply to, or have any effect on, the liability or alleged liability of any
director of this Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
          IN WITNESS WHEREOF, this corporation has caused this Certificate to be
signed by its President and attested by its Secretary this 15th day of June,
1998.

                                   MIDWESTERN-OKLAHOMA ENERGY
                                   RESOURCES CORPORATION

                                   By:/S/CARL W. SWAN
                                      -----------------------------------------
                                        Carl W. Swan, Chief Executive Officer
ATTEST:

/S/JAMES E. FRAZIER
--------------------------------
James E. Frazier, Secretary


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