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                                   EXHIBIT 3.1


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                                     SECOND

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              VIRGINIA GAS COMPANY

     Virginia Gas Company, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is Virginia Gas Company, originally
incorporated under the name Edwards Petroleum Company on March 24, 1987.

     2. An Amended and Restated Certificate of Incorporation of Virginia Gas
Company was filed on August 2, 1996. This Second Amended and Restated
Certificate of Incorporation restates and integrates and further amends the
Certificate of Incorporation of this Corporation.

     3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is further amended hereby to read in full as set forth herein:

     FIRST: The name of the Corporation is Virginia Gas Company.

     SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street, in the city of
Wilmington, County of New Castle, Zip Code 19801. The name of its registered
agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801.

     THIRD: The nature of the business, objects and purposes to be transacted,
promoted or carried on by the Corporation are:

          To engage in any lawful act or activity for which corporations may be
          organized under the General Corporation Laws of the State of Delaware.

     FOURTH: The total number of shares of stock that the corporation shall have
authority to issue is 101,000,000 of which stock 1,000,000 shares of no par
value each shall be designated Preferred Stock, and of which 100,000,000 shares
of the par value of $.001 each shall be designated Common Stock.

               Shares of Preferred Stock may be issued from time to time in one
or more series, each such series to have distinctive serial designations, as
shall hereafter be determined in the resolution or resolutions providing for the
issue of such Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do, which is hereby vested in the Board of
Directors.

               Each series of Preferred Stock

                    (a) may have such number of shares;


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                    (b) may have such voting powers, full or limited, or may be
                    without voting powers;

                    (c) may be subject to redemption by the Corporation at its
                    option or at the option of the holders of such stock or upon
                    the happening of a specified event at such time or times and
                    at such prices;

                    (d) may be entitled to receive dividends (which may be
                    cumulative or noncumulative) at such rate, on such
                    conditions and at such times, and payable in preference to,
                    or in such relation to, the dividends payable on any other
                    class or classes of any series of stock;

                    (e) may have such rights upon dissolution of, or upon any
                    distribution of the assets of, the Corporation;

                    (f) may be convertible into, or exchangeable for, at the
                    option of either the holder or the Corporation or upon the
                    happening of a specified event, shares of any other class or
                    classes or of any other series of the same or any other
                    class or classes of stock of the Corporation, at such price
                    or prices or at such rate or rates of exchange, and with
                    such adjustments; and

                    (g) may have such other relative, participating, optional or
                    other special rights, and qualifications, limitations or
                    restrictions thereof; all as shall be stated in said
                    resolution or resolutions providing for the issue of such
                    Preferred Stock. Except where otherwise set forth in the
                    resolution or resolutions adopted by the Board of Directors
                    providing for the issue of any series of Preferred Stock,
                    the number of shares comprising such series may be increased
                    (but not above the total number of authorized shares of
                    Preferred Stock) or decreased (but not below the number of
                    shares then outstanding) from time to time by like action of
                    the Board of Directors.

               Shares of any series of Preferred Stock that have been redeemed
(whether through the operation of a sinking fund or otherwise) or purchased by
the Corporation, or which, if convertible or exchangeable, have been converted
into or exchanged for shares of stock of any other class or classes shall have
the status of authorized and unissued shares of Serial Preferred Stock and may
be reissued as a part of the series of which they were originally a part or may
be reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of Preferred Stock, all subject to the conditions or restrictions
on issuance set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Stock and to any
filing required by law.

               Except as otherwise provided by law or by the resolution or
resolutions of the Board of Directors providing for the issue of any series of
the Preferred Stock, the Common Stock shall have the exclusive right to vote for
the election of Directors and for all other purposes, each holder of the Common
Stock being entitled to one vote for each one share held.

               Subject to all of the rights of the Preferred Stock or any series
thereof, the holders of the Common Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.

               Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full amounts to which
they respectively shall be entitled, or a sum sufficient for such payments in
full shall have been set aside, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock in accordance
with their respective rights and interests, to the exclusion of the holders of
the Preferred Stock.


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     FIFTH: Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.

     SIXTH: 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this paragraph by the stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.

     4. This Second Amended and Restated Certificate of Incorporation was duly
adopted at the annual meeting of the stockholders held on June 10, 1998 in
accordance with the applicable provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said VIRGINIA GAS COMPANY has caused this certificate
to be signed by Michael L. Edwards, its President and William L. Clear, its
Assistant Secretary, this 10th day of June, 1998.


                                        By:
                                           -------------------------------------
                                             Michael L. Edwards
                                             President


                                        ATTEST:
                                               ---------------------------------
                                                 William L. Clear
                                                 Assistant Secretary

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