EXHIBIT 3.1
                              AMENDED AND
                           RESTATED BY-LAWS

                                  OF

                           DIAL OIL COMPANY

                               ARTICLE I

                          LOCATION OF OFFICE

The principal office of the corporation in the State of New Mexico shall
be located in the Town of Bloomfield, County of San Juan. The corporation
may have such other offices, either within or without the State of New
Mexico, as the business of the corporation may require from time to time.

                              ARTICLE II

                             SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held in the second quarter of each fiscal year for the purpose of
electing Directors and for the transaction of such other business as may
come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding
business day. In the event that such annual meeting is omitted by
oversight or otherwise on the date herein provided for, the Board of
Directors shall cause a meeting in lieu thereof to be held as soon
thereafter as conveniently may be, and any business transacted or
elections held at such meetings shall be as valid as if transacted or held
at the annual meeting. Such subsequent meeting shall be called in the same
manner as provided for the annual shareholders' meeting.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the President, the Secretary, by a majority of the Board of
Directors or by the holders of not less than a majority of all the
outstanding shares of the corporation.

     SECTION 3. PLACE OF MEETING. The President or Secretary may designate
any place, either within or without the State of New Mexico, as the place
of meeting for any annual meeting or for any special meeting. A waiver of
notice signed by all shareholders also may designate any place, either
within or without the State of New Mexico, as the place for the holding of
such meeting. If no designation is made or if a special meeting be
otherwise called, the place for the holding of such meeting shall be the
principal office of the corporation in the State of New Mexico.

     SECTION 4. NOTICE OF SHAREHOLDERS' MEETINGS. Written notice of each
shareholders' meeting stating the time and the place, and the objects for
which such meetings are called, shall be given by the President, the
Treasurer, the Secretary an Assistant Secretary or by any one or more
shareholders entitled to call a special meeting of the shareholders
personally or by mail not less than 10 nor more than 50 days prior to the
date of the meeting, to each shareholder of record at the shareholder's
address as it appears on the stock books of the Corporation, unless he
shall have filed with the Secretary of the Corporation a written request
that notice intended for the shareholder be mailed to some other address,
in which case it shall be mailed to the address designated in such
request.

     SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the
shareholders, a majority in interest of all the capital stock issued and
outstanding, represented by shareholders of record in person or by proxy,
shall constitute a quorum, but a lesser interest may adjourn any meeting,
and the meeting may be held as adjourned without further notice; provided,
however, that Directors shall not be elected at meetings so adjourned.
When a quorum is present at any meeting, a majority in interest of the
stock represented thereat shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law
or of the Articles of Incorporation or of these bylaws a larger or
different vote is required, in which case such express provision shall
govern and control the decision of such question.

     SECTION 6. VOTING. Voting of shares shall be in accordance with the
Business Corporation Act of New Mexico (Sections 53-11-1 through
53-11-51), or other applicable statutes, as now existing or as hereafter
amended. Unissued shares shall not be voted. There shall be no cumulative
voting.

     SECTION 7. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the
meeting.

     SECTION 8. ACTION BY CONSENT. Any action required to be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the effect of a unanimous vote.

                              ARTICLE III

                                 STOCK


     SECTION 1. CERTIFICATES. Certificates of stock shall be in a form
approved and adopted by the Board of Directors. They shall be signed by
the Chairman or Vice-Chairman of the Board of Directors, the President, or
any Vice President, and counter-signed by the Secretary. They shall be
consecutively numbered and state upon their face the information required
by law. The name and address of the person owning the shares with the
number of shares and the date of issue shall be entered on the
Corporation's books.

     SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of stock
transferred by assignment shall be surrendered for cancellation and new
certificates issued to the purchasers or assignees.

     SECTION 3. TRANSFER. Shares of stock shall be transferred on the
books of the Corporation only by the holder thereof in person or by the
holder's attorney-in-fact.

                              ARTICLE IV

                              DIRECTORS

     SECTION 1. GENERAL POWERS. The Board of Directors shall have the
entire management of the business of the Corporation. In the management
and control of the property, business, and affairs of the Corporation, the
Board of Directors is hereby vested with all the powers possessed by the
Corporation itself, so far as this delegation of authority is not
inconsistent with laws of the State of New Mexico, with the Articles of
Incorporation of the Corporation, or with these bylaws. The Board of
Directors shall have the power to determine what constitutes net earnings,
profits, and surplus, respectively, what amount shall be reserved for
working capital and for any other purpose, and what amount shall be
declared as dividends, and such determination by the Board of Directors
shall be final and conclusive.

     SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of
Directors of the Corporation shall be three. Each Director shall hold
office for the term for which he is elected or until the Director's
successor shall have been elected and qualified. Directors need not be
residents of New Mexico nor shareholders of the Corporation.

     SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of New Mexico, for the holding of additional
regular meetings without other notice than such resolution.


     SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any one
Director. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State
of New Mexico, as the place for holding any special meeting of the Board
of Directors called by them.

     SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days prior thereto by written notice delivered personally or
mailed to each Director at the Director's business address, or by
telephone, facsimile, e-mail or commercial mail services. Any Director may
waive notice of any meeting. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the number of Directors fixed by
these bylaws as constituting the Board of Directors shall constitute a
quorum for the transaction of business, but a lesser number (not less than
two) may adjourn any meeting and the meeting may be held as adjourned
without further notice. When a quorum is present at any meeting, a
majority of the members present thereat shall decide any question brought
before such meeting, except as otherwise provided by law or by these
bylaws.

     SECTION 7. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

     SECTION 8. ACTION BY CONSENT. Any action required to be taken at a
meeting of the Directors, or any other action which may be taken at a
meeting of Directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
Directors entitled to vote with respect to the subject matter thereof.
Such consent shall have the effect of a unanimous vote and shall be
equally valid as if said action were approved at a meeting.

     SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the
Board may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at the
meeting.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of
Directors or in a directorship to be filled by reason of any increase in
the number of directors, may be filled by the Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of the
Director's predecessor in office.

     SECTION 11. COMPENSATION. Directors as such shall not receive any
stated salaries for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular or special meeting of the Board of
Directors; provided that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor.

                               ARTICLE V

                               OFFICERS

     SECTION 1. NUMBER. The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
other officers as may be elected in accordance with the provisions of this
Article. The Board of Directors, by resolution, may create the offices of
one or more Assistant Treasurers and Assistant Secretaries, all of whom
shall be elected by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Secretary.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall be the chief executive
officer of the corporation. The President, unless some other person is
specifically authorized by vote of the Board of Directors, shall sign all
certificates of stock, bonds, deeds, mortgages, extension agreements,
modification of mortgage agreements, leases, and contracts of the
corporation. He shall perform all the duties commonly incident to this
office and shall perform such other duties as the Board of Directors shall
designate.

     SECTION 6. VICE PRESIDENT. Except as specially limited by vote of the
Board of Directors, any Vice president shall perform the duties and have
the powers of the President during the absence or disability of the
President and shall have the power to sign all certificates of stock,
bonds, deeds, and contracts of the corporation. He shall perform such
other duties and have such other powers as the Board of Directors shall
designate.

     SECTION 7. TREASURER. The Treasurer, subject to the order of the
Board of Directors, shall have the care and custody of the money, funds,
valuable papers, and documents of the corporation and shall have and
exercise, under the supervision of the Board of Directors, all the powers
and duties commonly incident to his office. He shall deposit all funds of
the corporation in such bank or banks as the directors shall designate. He
may endorse for deposit or collection all checks and notes payable to the
corporation or to its order, may accept drafts on behalf of the
corporation, and together with the President or a Vice President may
assign certificates of stock. He shall keep accurate books of account of
the corporation's transactions which shall be the property of the
corporation, and shall be subject at all times to the inspection and
control of the Board of Directors.

     SECTION 8. SECRETARY. The Secretary shall keep accurate minutes of
all meetings of the shareholders and the Board of Directors, and shall
perform all the duties commonly incident to his office, and shall perform
such other duties and have such other powers as the Board of Directors
shall designate. The Secretary shall have power, together with the
President or a Vice President, to sign certificates of stock of the
corporation. In his absence at any meeting an Assistant Secretary or a
Secretary Pro Tempore shall perform his duties thereat.

     SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform
such duties as shall be assigned to them by the Treasurer or the Secretary
respectively, or by the President or the Board of Directors.

                               ARTICLE VI

                  CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.

     SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the
Board of Directors may select.

                               ARTICLE VII

                               FISCAL YEAR

     The fiscal year of the corporation shall be the twelve-month period
ending December 31 of each year.

                              ARTICLE VIII

                               DIVIDENDS

     SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of
cash, in the corporation's authorized but unissued shares, or in the
property of the corporation. No dividends shall be declared or paid on the
stock of the corporation if, were the dividends paid, either (1) the
corporation would be unable to pay its debts as they become due in the
usual course of its business; or (2) the corporation's total assets would
be less than the sum of its total liabilities and the maximum amount that
then would be payable, in any liquidation, in respect of all outstanding
shares having preferential rights in liquidation.

     SECTION 2. DECLARATION. The date for the declaration of dividends
shall be the date of the meeting of the Board of Directors at which the
dividends shall be declared. The Board of Directors in its discretion
shall declare what, if any, dividends shall be issued upon the stock of
the corporation. Dividends may be declared at any meeting, regular or
special, of the Board of Directors. The Board of Directors may fix in
advance a record date for the determination of the shareholders entitled
to a dividend distribution, which date shall not be less than three (3)
days nor more than twenty (20) days from the date on which such Board took
such action. The shareholders of record as of the record date shall be
entitled to receive the dividends.

                               ARTICLE IX

                                  SEAL

     The Board of Directors may provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
corporation.

                               ARTICLE X

                            WAIVER OF NOTICE

     Whenever any notice whatever is required to be given under the
provisions of these bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the law under which this
corporation is organized, waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.



                               ARTICLE XI

               INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation, by approval given to these bylaws, indemnifies each
and every Director and officer and each person who may hereafter at any
time serve at its request as a Director or officer of another corporation
in which it owns shares of capital stock or of which it is a creditor,
against expenses actually and reasonably incurred by each such Director
and officer in connection with the settlement or defense of any action,
suit or proceeding, civil or criminal, in which he is made a party by
reason of being or having been such Director or officer, except in
relation to matters as to which he shall be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in the performance
of duty to the corporation; and it specifically indemnifies each such
Director and officer from payment of any judgment, levy, or demand that
might be granted against any such Director or officer by virtue of his
occupancy of said directorship or office growing out of any such action,
suit, or proceeding.

     The indemnification described in this ARTICLE XI is in addition to,
and not in lieu of, the indemnification of directors and officers
described in NMSA 1978, S.S. 53-114.1 as the same may be amended from time
to time.

                                ARTICLE XII

                                AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may
be adopted at any annual meeting of the Board of Directors of the
corporation or at any special meeting when the proposal to amend these
bylaws has been stated in the notice of such special meeting, by a
majority vote of the Directors represented at the meeting.