Exhibit 3(b)


              RESTATED CERTIFICATE OF INCORPORATION

                                OF

                       ENERGEN CORPORATION

              [As Amended through January 30, 1998]


STATE OF ALABAMA    )
                    )
COUNTY OF JEFFERSON )


TO THE HONORABLE JUDGE OF PROBATE, JEFFERSON COUNTY, ALABAMA:

          Pursuant to the provisions of Article 10 of Chapter 2B
of Title 10 of the Code of Alabama of 1975 (Section 10-2A-110, et
seq.), the undersigned corporation executes the following
Restated Certificate of Incorporation:


I.   Name of Corporation:

          1.01 The name of the corporation shall be Energen
Corporation.


II.  Objects:

          2.01 To manufacture, produce, buy, deal in, use, sell,
distribute, furnish and supply gas; to construct, equip, use,
operate and maintain works for holding, receiving, purifying and
distributing gas, and all buildings, works, meters, pipes,
fittings, machinery, apparatus and appliances convenient or
necessary in connection therewith.
          
          2.02 To carry on the business of a gas company in all
its branches; to manufacture, use, deal in, render salable and
sell all products, by-products and residual products obtained in
the production of gas; to manufacture, buy, sell, rent and deal
in all kinds of goods, wares, merchandise and personal property
which may seem calculated directly or indirectly to promote the
consumption of gas.

          2.03 To manufacture, produce, buy, deal in, use, sell,
distribute, furnish and supply petroleum, petroleum products and
by-products; to construct, equip, use, operate and maintain works
for holding, receiving, purifying and distributing petroleum,
petroleum products and by-products, and all buildings, works,
meters, pipes, fittings, machinery, apparatus and appliances
convenient or necessary in connection therewith.

          2.04 To acquire, buy, hold, own, sell, lease, exchange,
dispose of, finance, deal in, construct, build, equip, improve,
use, operate, maintain and work upon any and all kinds of works,
plants, stations, systems, machinery, generators, apparatus,
devices, supplies and articles of every kind pertaining to or in
anywise connected with the production, use, distribution,
regulation, control or application of light, heat, refrigeration,
ice, water, water-power, electricity, gas, and any other force.

          2.05 To acquire, buy, hold, own, sell, lease, exchange,
dispose of, distribute, deal in, use, produce, furnish and supply
light, heat, refrigeration, ice, water, water-power, electricity,
and any other power or force.

          2.06 To acquire, buy, hold, own, sell, lease, exchange
and dispose of lands or the gas, oil and mineral rights in lands;
to develop such lands by drilling gas and oil wells thereon; to
produce therefrom gas, oil or other volatile or mineral
substances; to produce, deal in, use, distribute, furnish and
sell such gas or oil or other volatile or mineral substances; to
install, construct, build, equip, improve, use, operate and
maintain any and all manner of plants, machinery and appliances
for any and all such purposes and the marketing and selling of
such products.

          2.07 To carry on the business of aiding in the
construction and operations of plants and works, including those
of gas companies, electric companies, and other public utility
companies, and for or in connection with any or all of the
foregoing purposes to furnish services and advice of engineers,
auditors, executives and other experts.

          2.08 To acquire, organize, assemble, develop, build up
and operate, constructing and operating and other organizations
and systems and to hire, sell, lease, exchange, turn over,
deliver and dispose of such organizations, in whole or in part,
and to enter into and perform contracts, agreements and
undertakings of any kind in connection with any or all of the
foregoing objects.

          2.09 To purchase, acquire, hold, own, develop and
dispose of lands and interests in and rights with respect to
lands and waters and fixed and movable property, franchises,
concessions, consents, privileges and licenses in its opinion
useful or desirable for or in connection with any or all of the
foregoing objects.

          2.10 To acquire by purchase, subscription or otherwise,
and to sell, use, assign, transfer, mortgage, pledge, exchange or
otherwise dispose of, and to make and enter into all manner and
kinds of contracts, agreements and obligations for the
purchasing, acquiring, dealing in or selling of, real and
personal property of every sort and description and wheresoever
situated, including shares of stock, bonds, debentures, notes,
scrip, securities, evidences of indebtedness, contracts or
obligations of any corporation or corporations, association or
associations, domestic or foreign, or of any firm or individual
of the United States or any state, territory or dependency of the
United States or any foreign country, or any municipality or
local authority within or without the United States, and also to
issue in exchange therefor stocks, bonds or other securities or
evidences of indebtedness of the Corporation and while the owner
or holder of any such property, to receive, collect and dispose
of the interest, dividends and income on or from such property,
and to possess and exercise in respect thereto all of the rights,
powers and privileges of ownership, including voting rights.

          2.11 To act as financial, business, managing and/or
purchasing agent, general or special.

          2.12 To carry on the business of general brokers and
dealers in stocks, bonds, securities, mortgages and other choses
in action, including the acquisition thereof by original
subscription; to make investments in such property; and to hold,
manage, mortgage, pledge, sell and dispose of the same in like
manner as individuals may do.

          2.13 To acquire by purchase or otherwise and to own,
hold, buy, sell, donate, convey, lease, mortgage or incumber real
or personal property both within and without the State of
Alabama; to survey, sub-divide, plat, improve and develop lands
for the purposes of sale or otherwise; to lay off such lands in
streets, lanes, squares, parks and alleys, city blocks and lots
and to sell or otherwise dispose of lots and to secure the
purchase by purchase-money notes, mortgages, or otherwise, to
open and improve the streets, lanes, parks, squares and alleys
which may be laid off and to do and perform all things needful
for the development and improvement of such lands for trade or
business and to make donations of any of its lands when in the
opinion of its Board of Directors the same may be desirable to
further the Corporation's interest.

          2.14 To engage in and carry on a general mercantile and
trade business and to buy, manufacture, produce or otherwise
acquire, hold, own, use, import, export, trade or otherwise deal
in or turn to account, sell, lease, pledge or otherwise dispose
of any and all kinds of goods, wares and merchandise and other
articles of commercial and personal property without limit as to
character or manner.

          2.15 To borrow or otherwise raise moneys for any of the
purposes of the Corporation from time to time and without limit
as to amount, except as may be provided in a resolution or
resolutions adopted by the shareholders of the Corporation, to
issue bonds, debentures, notes or other obligations of any
nature, or in any manner, and to secure the payment of the
principal and interest of any thereof by mortgage upon, or pledge
or conveyance or assignment in trust of, the whole or any part of
the property of the Corporation, real and personal, whether at
the time owned or thereafter acquired, including contract rights;
and to sell, pledge, or otherwise dispose of such bonds,
debentures, notes or other obligations of any nature of the
Corporation for its corporate purposes.

          2.16 To lend and advance money and extend credit,
either with or without security, and to underwrite for
investment, resale or otherwise stocks, bonds and other
securities, and to aid the organization, financing, liquidation
or reorganization of corporations, associations or firms.

          2.17 To purchase or otherwise acquire and to hold,
cancel, re-issue, sell or transfer shares of its own capital
stock (so far as may be permitted by law) and its bonds,
debentures, notes, scrip or other securities or evidences of
indebtedness, provided that it shall not use its funds or
property for the purchase of shares of its own capital stock when
such use would cause any impairment of its capital, and provided,
further, that shares of its own capital stock belonging to it
shall not be voted directly or indirectly.

          2.18 In connection with the purchase or lease or other
acquisition by the Corporation of any property of whatever
nature, to pay therefor in cash or property or to issue in
exchange therefor shares of its capital stock, bonds, or other
obligations or other securities of the Corporation and to assume
any liabilities of any person, firm, association or corporation.

          2.19 To sell, exchange or barter for other property,
assign, transfer, lease as lessor, mortgage, pledge or otherwise
dispose of or encumber any part or parts, or all, of the property
or assets of the Corporation; to cease to conduct the business
connected with any such property or assets so disposed of; to
resume any business which it shall cease to conduct; and the
Corporation may receive any form of; to resume any business which
it shall cease to conduct; and the Corporation may receive any
form of consideration for property so sold, exchanged, bartered
or otherwise disposed of, including (but not excluding other
forms of consideration) bonds, debentures and/or other
obligations and/or shares of stock of any existing corporate or
other entity or of any corporate or other entity in process of
organization.

          2.20 To endorse, or otherwise guarantee, or become a
surety with respect to, or obligate itself for, or without
becoming liable therefor, nevertheless, to pledge or mortgage all
or any part of its properties to secure the payment of the
principal of, and interest on, or either thereof, any bonds,
including construction or performance bonds, debentures, notes,
scrip, coupons, contracts or other obligations or evidences of
indebtedness, or the performance of any contract, lease,
construction, performance or other bond, mortgage, or obligation
of any other corporation or association, domestic or foreign, or
of any firm, partnership, joint venture, or other person
whatsoever, in which this Corporation may have a lawful interest,
or on account of, or with respect to, any transaction in which
this Corporation shall receive any lawful consideration,
advantage or benefit, on any account whatsoever.  Irrespective of
the relative net worth of the corporations, associations, or
persons involved, and of the relative amounts of obligations
involved, this Corporation shall be deemed to have a lawful
interest in any corporation, association or person (A) which owns
stock in this Corporation, or (B) which owns stock in another
corporation which owns stock in this Corporation, or (C) in which
this Corporation owns stock, or (D) in which another corporation
owns stock which also owns stock in this Corporation, or (E) in
which any one or more persons who own stock in this Corporation
also own stock, or (F) which or who has entered into any
contractual arrangement pursuant to which any such corporation or
persons undertakes corresponding or like obligations of
endorsement, guarantee, or suretyship, with respect to all or any
such obligations or evidences of indebtedness, contracts of this
Corporation, or which may engage with this Corporation, in the
conduct of any joint venture or enterprise, or in the use of
common facilities or services.

          2.21 To engage in any commercial, financial,
mercantile, industrial, manufacturing, marine, exploration,
mining, agricultural, research, licensing, servicing or agency
business not prohibited by law, and any, some or all of the
foregoing.

          2.22 In general, to do any or all of the things
hereinbefore set forth to the same extent as natural persons
could do, and as principal or agent or otherwise, and either
alone or in conjunction with any other persons, firms,
associations or corporations.

          2.23 To exercise its powers in accomplishment of its
objects and purposes in any part of the world and to have one or
more offices out of the State of Alabama.

          2.24 To do all acts and things which it shall find
necessary or convenient to do in aid of or in connection with the
transaction, promotion and carrying on of the objects and
purposes hereinabove stated or necessary or incidental to the
protection and benefit of the corporation, and in general to
carry on any lawful business necessary or incidental to the
attainment of the purposes of the Corporation, whether such
business is similar in nature to the objects and powers
hereinabove set forth or otherwise.

          2.25 The Corporation's power to acquire property of any
kind which it is or shall be authorized to acquire may be
exercised directly or indirectly through the acquisition of
stocks and bonds representative of such property and for the
purpose of acquiring and holding either in perpetuity or for a
limited period.
          
          The foregoing clauses shall be construed as powers and
provisions for the regulation of the business and the conduct and
affairs of the Corporation, the Directors and stockholders and
each class of stockholders, and it is hereby expressly provided
that the foregoing specific enumeration shall not be held to
limit or restrict in any manner the powers of the Corporation.

III. Location:

          3.01 The location of the Corporation's principal office
in the State of Alabama shall be:

          1918 First Avenue North
          Birmingham, Alabama  35295


IV.  Capital Stock:

          4.01 The total number of shares of stock which the
Corporation shall have authority to issue is as follows:

               (a)  Five million (5,000,000) shares, par value of
$0.01 per share, which are hereby designated as preferred stock
(hereinafter called "Preferred Stock").

               (b)  Seventy-five million (75,000,000) shares, par
value of $0.01 per share, which are hereby designated as common
stock (hereinafter called "Common Stock").

          4.02 (a)  The Preferred Stock may be issued in such one
or more series as shall from time to time be created and
authorized to be issued by the Board of Directors as hereinafter
provided.

          The Board of Directors is hereby expressly authorized,
by resolution or resolutions from time to time adopted providing
for the issuance of Preferred Stock, to fix and determine, to the
extent not fixed by the provisions hereinafter set forth, the
relative rights and preferences of the shares of each series of
Preferred Stock, including (but without limiting the generality
of the foregoing) any of the following with respect to which the
Board of Directors may make specific provisions:

          (i)       the distinctive name and any serial
                    designations;

          (ii)      the annual dividend rate or rates and
                    the dividend payment dates;

          (iii)     with respect to the declaration and
                    payment of dividends upon each series of
                    the Preferred Stock, whether such
                    dividends are to be cumulative or
                    noncumulative, preferred, subordinate or
                    equal to dividends declared and paid
                    upon other series of the Preferred Stock
                    or upon any other shares of stock of the
                    Corporation, and the participating or
                    other special rights, if any, of such
                    dividends;

          (iv)      the redemption provisions, if any, with
                    respect to any series, and if any series
                    is subject to redemption, the manner and
                    time of redemption and the redemption
                    price or prices;

          (v)       the amount or amounts of preferential or
                    other payment to which any series of
                    Preferred Stock is entitled over any
                    other series of Preferred Stock or over
                    the Common Stock on voluntary or
                    involuntary liquidation, dissolution or
                    winding-up, subject to the provisions
                    set forth in paragraph (c)(ii) of
                    Section 4.02 hereof;

          (vi)      any sinking fund or other retirement
                    provisions and the extent to which the
                    charges therefor are to have priority
                    over the payment of dividends on or the
                    making of sinking fund or other like
                    retirement provisions for shares of any
                    other series of Preferred Stock or for
                    shares of the Common Stock;

          (vii)     any conversion, exchange, purchase or
                    other privileges to acquire shares of
                    any other series of Preferred Stock or
                    of the Common Stock;

          (viii)    the number of shares of such series; and

          (ix)      the voting rights, if any, of such
                    series, subject to the provisions set
                    forth in paragraph (c)(i) of Section
                    4.02 hereof.

          Each share of each series of Preferred Stock shall have
the same relative rights and be identical in all respects with
all the other shares of the same series.

          Before the Corporation shall issue any shares of
Preferred Stock of any series authorized as hereinbefore
provided, a statement setting forth a copy of the resolution or
resolutions with respect to such series adopted by the Board of
Directors of the Corporation pursuant to the foregoing authority
vested in said Board shall be made, filed and recorded in
accordance with the then applicable requirements, if any, of the
laws of the State of Alabama, or, if no statement is then so
required, a certificate shall be signed and acknowledged on
behalf of the Corporation by its Chairman of the Board, President
or a Vice-President and its corporate seal shall be affixed
thereto and attested by its Secretary or an Assistant Secretary
and such certificate shall be filed and kept on file at the
principal office of the Corporation in the State of Alabama and
in such other place or places as the Board of Directors shall
designate.

               (b)  The authority of the Board of Directors to
provide for the issuance of any shares of the Corporation's stock
shall include, but shall not be limited to, authority to issue
shares of stock of the Corporation for any purpose and in any
manner (including issuance pursuant to rights, warrants, or other
options) permitted by law, for delivery as all or part of the
consideration for or in connection with the acquisition of all or
part of the stock of another corporation or of all or part of the
assets of another corporation or enterprise, irrespective of the
amount by which the issuance of such stock shall increase the
number of shares outstanding (but not in excess of the number of
shares authorized).

               (c)  The following relative rights and preferences
of the stock of the Corporation are fixed as follows:

          (i)  Voting Rights.

          (A)  Common Stock.  At all elections of directors
          of the Corporation, and in respect of all other
          matters as to which the vote or consent of
          stockholders of the Corporation shall be required
          to be taken, the holders of the Common Stock shall
          be entitled to one (1) vote for each share held by
          them.

          (B)  Preferred Stock.  The holders of each series
          of the Preferred Stock shall have such voting
          rights as may be fixed by resolution or by
          resolutions of the Board of Directors providing
          for the issuance of each such series.

          (ii) Liquidation, Dissolution, etc.  In the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the 
Corporation, the assets of the Corporation available
for distribution to the stockholders (whether from capital or
surplus) shall be distributed among those of the respective
series of the outstanding Preferred Stock, if any, as may be
entitled to any preferential amounts and among the respective
holders thereof in accordance with the relative rights and
preferences, if any, fixed and determined for each such series
and the holders thereof by resolution or resolutions of the Board
of Directors providing for the issue of each such series of the
Preferred Stock; and after payment in full of the amounts payable
in respect of the Preferred Stock, if any, the holders of any
series of the outstanding Preferred Stock who are not entitled to
preferential treatment pursuant to resolutions of the Board of
Directors providing for the issue thereof and the holders of the
outstanding Common Stock shall be entitled (to the exclusion of
the holders of any series of the outstanding Preferred Stock
entitled to preferential treatment pursuant to resolutions of the
Board of Directors providing for the issue thereof) to share
ratably in all the remaining assets of the Corporation available
for distribution to its stockholders.

          A merger, consolidation or reorganization of the
Corporation with or into one or more corporations, or a sale,
lease or other transfer of all or substantially all the assets of
the Corporation, that does not result in the termination of the
enterprise and distribution of the assets to stockholders, shall
not be deemed to constitute a liquidation, dissolution or
winding-
up of the Corporation within the meaning of this paragraph
(c)(ii) of Section 4.02 hereof, notwithstanding the fact that the
Corporation may cease to exist or may surrender its Certificate
of Incorporation.

          (iii)     Dividends.  Dividends on any stock of the
Corporation shall be payable only out of earnings or assets of
the Corporation legally available for the payment of such
dividends and only as and when declared by the Board of
Directors.

                    (d)  No holder of any share or shares of any
class of stock of the Corporation shall have any preemptive
rights to subscribe for any shares of stock of any class of the
Corporation now or hereafter authorized or for any securities
convertible into or carrying any optional rights to purchase or
subscribe for any shares of stock of any class of the Corporation
now or hereafter authorized, provided, however, that no provision
of the Certificate of Incorporation shall be deemed to deny to
the Board of Directors the right, in its discretion, to grant to
the holders of shares of any class of stock at the time
outstanding the right to purchase or subscribe for shares of
stock of any class or any other securities of the Corporation now
or hereafter authorized at such prices and upon such other terms
and conditions as the Board of Directors, in its discretion, may
fix.

          4.03 The amount of the capital stock with which the
Corporation shall begin business shall be 1,000 shares of Common
Stock.


V.   Officer to Receive Subscription:

          5.01 The name and post office address of the officer
designated by the incorporators to receive subscriptions to the
capital of the Corporation are:

          Name:               A. S. Lacy
          Post Office
          Address:            1918 First Avenue North
                              Birmingham Alabama  35295


VI.  Incorporators and Shares:

          The names and post office addresses of the
incorporators and the number of shares of Common Stock subscribed
for by each are as follows:

                                             Number of Shares
                                             of Common Stock
Name                Post Office Address      Subscribed for

Howard Higgins      1918 First Avenue North       334
                    Birmingham, Alabama  35295

Rex J. Lysinger     1918 First Avenue North       333
                    Birmingham, Alabama  35295

A. S. Lacy          1918 First Avenue North       333
                    Birmingham, Alabama 35295
                                                     
                                        Total   1,000
     
<PAGE>
VII. Directors and Officers:

          7.01 The number of directors constituting the initial
board of directors of the Corporation shall be nine.  Subject to
Section 10.01 of Article X hereof, the number of directors of the
Corporation shall be as provided in and fixed by the Bylaws of
the Corporation.  The names and post office addresses of the
directors and the officers chosen for the first year are:

Directors

Name                          Post Office Address

Emory O. Cunningham           Post Office Box 2581
                              Birmingham, Alabama  35202

James S. M. French            Post Office Box 247
                              Birmingham, Alabama  35201

Robert F. Henry               Post Office Box 2230
                              Montgomery, Alabama  36103

Howard Higgins                1918 First Avenue North
                              Birmingham, Alabama  35295

Norman R. Kerredge            1918 First Avenue North
                              Birmingham, Alabama  35295

Rex J. Lysinger               1918 First Avenue North
                              Birmingham, Alabama  35295

Harry H. Pritchett            Post Office Box 2389
                              Tuscaloosa, Alabama  35401

Richard A. Puryear, Jr.       3700-A Country Club Drive
                              Birmingham, Alabama 35213

Robert S. Weatherly           2865 Stratford Road
                              Birmingham, Alabama  35213

Officers

Officers                 Title               Post Office Address

Howard Higgins           Chairman of the     1918 First Avenue N.
                         Board and CEO       Birmingham, AL 35295

Rex J. Lysinger          President           1918 First Avenue N.
                                             Birmingham, AL 35295

A. S. Lacy               Vice President and  1918 First Avenue N.
                         Secretary           Birmingham, AL 35295

Richard J. Patzke        Vice President and  1918 First Avenue N.
                         Treasurer           Birmingham, AL 35295



VIII.     Time Limit:

          8.01 The duration of the Corporation shall be
perpetual.



IX.       Certain Provisions Respecting Business Combinations:

          9.01 Definitions.

          For the purposes of this Article IX:

               (a)  "Affiliate" and "Associate" shall have
          the respective meanings ascribed to such terms in
          Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in
          effect on June 11, 1984.

               (b)  "Announcement Date" means, with respect
          to any Business Combination, the date of the first
          public announcement of such Business Combination.

               (c)  A person shall be a "beneficial owner"
          of any Voting Stock:

                    (i)  which such person or any of its
               Affiliates or Associates beneficially owns,
               directly or indirectly; or

                    (ii) which such person or any of its
               Affiliates or Associates has (A) the right to
               acquire (whether such right is exercisable
               immediately or only after the passage of
               time) pursuant to any agreement, arrangement
               or understanding or upon the exercise of
               conversion rights, exchange rights, warrants
               or options, or otherwise, or (B) the right to
               vote or direct the vote pursuant to any
               agreement, arrangement or understanding; or

                    (iii)  which is beneficially owned,
               directly or indirectly, by any other person
               with which such person or any of its
               Affiliates or Associates has any agreement,
               arrangement, or understanding for the purpose
               of acquiring, holding, voting or disposing of
               any shares of capital stock of the
               Corporation.

               (d)  For the purposes of determining whether
          a person is an Interested Stockholder pursuant to
          paragraph (k) of this Section 9.01 hereof, the
          number of shares of Voting Stock deemed to be
          outstanding shall include shares deemed owned by
          the Interested Stockholder through application of
          paragraph   of Section 9.01 hereof, but shall not
          include any other shares of Voting Stock which may
          be issuable pursuant to any agreement, or upon
          exercise of conversion rights, warrants or
          options, or otherwise.

               (e)  "Board" means the Board of Directors of
          the Corporation.

               (f)  A "Business Combination" shall mean any
          one or more of the following:

                    (i)  any merger or consolidation-dation
               of the Corporation or any Subsidiary with or
               into (A) any Interested Stockholder or
               (B) any other corporation (whether or not
               itself an Interested Stockholder) which is,
               or after such merger or consolidation would
               be, an Affiliate of an Interested
               Stockholder; or

                    (ii) any sale, lease, exchange,
               mortgage, pledge, transfer or other
               disposition (in one transaction or a series
               of transactions) to or with any Interested
               Stockholder or any Affiliate of any
               Interested Stockholder of any assets of the
               Corporation or any Subsidiary having an
               aggregate Fair Market Value of $1,000,000 or
               more; or

                    (iii)  the issuance or transfer by the
               Corporation or any Subsidiary (in one
               transaction or a series of transactions) of
               any securities of the Corporation or any
               Subsidiary to any Interested Stockholder or
               any Affiliate of any Interested Stockholder
               in exchange for cash, securities or other
               property (or a combination thereof) having an
               aggregate Fair Market Value of $1,000,000 or
               more; or

                    (iv) the adoption of any plan or
               proposal for the liquidation or dissolution
               of the Corporation proposed by or on behalf
               of an Interested Stockholder or an Affiliate
               of any Interested Stockholder; or

                    (v)  any reclassification of securities
               (including any reverse stock split), or
               recapitalization of the Corporation, or any
               merger or consolidation of the Corporation
               with any of its Subsidiaries or any similar
               transaction (whether or not with or into or
               otherwise involving an Interested
               Stockholder) which has the effect, directly
               or indirectly, of increasing the
               proportionate share of the outstanding shares
               of any class of equity securities, or
               securities convertible into equity
               securities, of the Corporation or any
               Subsidiary, including, without limitation,
               any class or series of Protected Stock, which
               is directly or indirectly owned by any
               Interested Stockholder or any Affiliate of
               any Interested Stockholder.   

               (g)  "Consummation Date" means, with respect
          to any Business Combination, the date on which
          such Business Combination is effected.

               (h)  "Determination Date" means, with respect
          to any Interested Stockholder, the date on which
          such Interested Stockholder first became an
          Interested Stockholder.

               (i)  "Disinterested Director" means any
          member of the Board who is unaffiliated with, and
          not a nominee of, the Interested Stockholder and
          was a member of the Board prior to the time that
          the Interested Stockholder became an Interested
          Stockholder, and any successor of a Disinterested
          Director who is a member of the Board and who is
          unaffiliated with, and not a nominee of, the
          Interested Stockholder and was recommended to
          succeed a Disinterested Director by a majority of
          Disinterested Directors on the Board at the time
          of such recommendation.

               (j)  "Fair Market Value" means (i) in the
          case of stock, the highest closing sale price
          during the thirty-day period immediately preceding
          the date in question of a share of such stock on
          the Composite Tape for New York Stock Exchange,
          Inc. Listed Stocks, or, if such stock is not
          quoted on the Composite Tape, on the New York
          Stock Exchange, Inc., or, if such stock is not
          listed on the New York Stock Exchange, Inc., on
          the principal United States securities exchange
          registered under the Securities Exchange Act of
          1934 on which such stock is listed, or, if such
          stock is not listed on any such exchange, the
          highest closing bid quotation with respect to a
          share of such stock during the thirty-day period
          preceding the date in question as reported by the
          National Association of Securities Dealers, Inc.
          Automated Quotations System or any system then in
          use, or if no such quotations are available, the
          fair market value on the date in question of a
          share of such stock as determined by a majority of
          the Disinterested Directors in good faith; and
          (ii) in the case of property other than cash or
          stock, the fair market value of such property on
          the date in question as determined by a majority
          of the Disinterested Directors in good faith.

               (k)  "Interested Stockholder" shall mean, in
          respect of any Business Combination, any person
          (other than the Corporation) who or which, as of
          the date of the first public announcement of such
          Business Combination, or on the day immediately
          prior to the consummation of any such Business
          Combination:

                    (i)  is the beneficial owner, directly
               or indirectly, of ten percent (10%) or more
               of the voting power of the outstanding Voting
               Stock; or

                    (ii) is an Affiliate of the Corporation
               and at any time within two years prior
               thereto was the beneficial owner, directly or
               indirectly, of ten percent (10%) or more of
               the voting power of the then outstanding
               Voting Stock; or

                    (iii)  is an assignee of or has
               otherwise succeeded to any shares of Voting
               Stock of the Corporation which were at any
               time within the two-year period immediately
               prior to the date in question beneficially
               owned by any Interested Stockholder, if such
               assignment or succession shall have occurred
               in the course of a transaction or series of
               transactions not involving a public offering
               within the meaning of the Securities Act of
               1933.

               (l)  A "person" shall mean any individual,
          firm, corporation or other entity.

               (m)  "Protected Stock" means all Voting Stock
          and all other shares of capital stock of the
          Corporation having, or which may have upon the
          happening of some contingency, the right to vote
          for the election of some or all of the directors
          of the Corporation, regardless of whether at the
          time in question such shares then have a present
          right to so vote.

               (n)  "Subsidiary" means any corporation of
          which a majority of any class of equity security
          is owned, directly or indirectly, by the
          Corporation.

               (o)  "Voting Stock" means, at any time, all
          shares of capital stock of the Corporation
          entitled to vote generally in the election of
          directors, which shares shall be considered for
          the purpose of the vote required by this Article
          IX as one class.

               (p)  In the event of any Business Combination
          in which the Corporation survives, the phrase
          "other consideration to be received" as used in
          clauses (i) and (ii) of paragraph (b) of 9.03 of
          this Article IX shall include the shares of Common
          Stock and/or the shares of any other class of
          outstanding Protected Stock retained by the
          holders of such shares.

          9.02 Higher Vote for Certain Business Combinations. In
addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly
provided in 9.03 of this Article IX, any Business Combination
shall require the affirmative vote of the holders of at least
eighty percent (80%) of the then outstanding shares of Voting
Stock.  Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that some lesser
percentage may be specified, by law or under the rules of, or in
any agreement with, any United States securities exchange
registered under the Securities Exchange Act of 1934, or any
successor act thereto, on which any of the Voting Stock is
listed, or otherwise.

          9.03 When Higher Vote Is Not Required.  The provisions
of 9.02 of this Article IX shall not be applicable to any
particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required
by law and any other Article of this Certificate of
Incorporation, if all of the conditions specified in either of
the following paragraphs (a) and (b) are met:

               (a)  Approval by the Disinterested Directors. 
          The Business Combination shall have been approved
          by a majority of the Disinterested Directors.

               (b)  Price and Procedure Requirements.  All
          of the following conditions shall have been met:

                    (i)  Common Stock.  The aggregate amount
               of the cash and the Fair Market Value as of
               the Consummation Date of consideration other
               than cash to be received by holders of the
               Common Stock of the Corporation in such
               Business Combination, computed on a per share
               basis, shall be at least equal to the higher
               of the following:

               (A)  (if applicable) the highest per share
                    price (including any brokerage
                    commissions, transfer taxes and
                    soliciting dealers' fees) paid by the
                    Interested Stockholder for any shares of
                    Common Stock acquired by the Interested
                    Stockholder (i) within the two-year
                    period immediately prior to the
                    Announcement Date or (II) in the
                    transaction or transactions by which the
                    Interested Stockholder became an
                    Interested Stockholder, whichever is
                    higher; or

               (B)  the Fair Market Value per share of the
                    Common Stock on the Announcement Date or
                    the Determination Date, whichever is
                    higher.

                    (ii) Protected Stock.  The aggregate
               amount of cash and the Fair Market Value as
               of the Consummation Date of consideration
               other than cash to be received per share by
               holders of shares of any other class of
               outstanding Protected Stock regardless of
               whether the Interested Stockholder has
               previously acquired any shares of a
               particular class of such Protected Stock
               shall be at least equal to the highest of the
               following:

               (A)  (if applicable) the highest per share
                    price (including any brokerage
                    commissions, transfer taxes and
                    soliciting dealers' fees) paid by the
                    Interested Stockholder for any shares of
                    such class of Protected Stock acquired
                    by the Interested Stockholder (i) within
                    the two-year period immediately prior to
                    the Announcement Date or (II) in the
                    transaction or transactions by which the
                    Interested Stockholder became an
                    Interested Stockholder, whichever is
                    higher;

               (B)  the highest preferential amount per
                    share to which the holders of shares of
                    such class of Protected Stock are
                    entitled in the event of any voluntary
                    or involuntary liquidation, dissolution
                    or winding up of the Corporation; or

               (C)  the Fair Market Value per share of such
                    class of Protected Stock on the
                    Announcement Date or the Determination
                    Date, whichever is higher.

                    (iii)  Form of Consideration.  The
               consideration to be received by holders of a
               particular class or series of outstanding
               Protected Stock (including Common Stock)
               shall be in cash or in the same form as the
               Interested Stockholder has paid for shares of
               such class of Protected Stock prior to the
               Consummation Date.  If the Interested
               Stockholder has paid for shares of any class
               of Protected Stock with varying forms of
               consideration, the form of consideration for
               such class of Protected Stock shall be either
               cash or the form used to acquire the largest
               number of shares of such class of Protected
               Stock previously acquired by it.

                    (iv) Maintain Dividends.  After such
               Interested Stockholder has become an
               Interested Stockholder and prior to the
               consummation of such Business Combination: 
               (A) except as approved by a majority of the
               Disinterested Directors, there shall have
               been no failure to declare and pay at the
               regular date therefor any full quarterly
               dividends (whether or not cumulative) on any
               outstanding Preferred Stock of the
               Corporation; and (B) there shall have been
               (i) no reduction in the annual rate of
               dividends paid on the Common Stock except as
               necessary to reflect any subdivision of the
               Common Stock, except as approved by a
               majority of the Disinterested Directors, and
               (II) an increase in such annual rate of
               dividends as necessary to reflect any
               reclassification (including any reverse stock
               split), recapitalization, reorganization or
               any similar transaction which has the effect
               of reducing the number of outstanding shares
               of the Common Stock unless the failure so to
               increase such annual rate is approved by a
               majority of the Disinterested Directors.

                    (v)  Acquisition of Additional Shares. 
               After such Interested Stockholder has become
               an Interested Stockholder and prior to the
               consummation of such Business Combination,
               such Interested Stockholder shall not have
               become the beneficial owner of any additional
               shares of Voting Stock except as part of the
               transaction which results in such Interested
               Stockholder becoming an Interested
               Stockholder.

                    (vi) No Disproportionate Benefits. 
               After such Interested Stockholder has become
               an Interested Stockholder, such Interested
               Stockholder shall not have received the
               benefit, directly or indirectly (except
               proportionately as a stockholder), of any
               loans, advances, guarantees, pledges or other
               financial assistance or any tax credits or
               other tax advantages provided by the
               Corporation, whether in anticipation of or in
               connection with such Business Combination or
               otherwise.

                    (vii)  Furnish Information.  A proxy or
               information statement describing the proposed
               Business Combination and complying with the
               requirements of the Securities Exchange Act
               of 1934 and the rules and regulations
               thereunder (or any subsequent provisions
               replacing such Act, rules or regulations)
               shall be mailed to all stockholders of this
               Corporation at least 30 days prior to the
               consummation of such Business Combination
               (whether or not such proxy or information
               statement is required to be mailed pursuant
               to such Act or any such subsequent
               provisions).

          9.04 Powers of Board of Directors.  A majority of the
Disinterested Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article IX on the
basis of the information known to them after reasonable inquiry,
(1) the number of shares of Voting Stock beneficially owned by
any person, (2) whether a person is an Interested Stockholder or
is an Affiliate or Associate of another person, (3) whether a
person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph (C) of Section
9.01 of this Article IX, (4) whether the assets which are the
subject of any Business Combination have, or the consideration to
be received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $1,000,000 or more, or (5) whether
the requirements of paragraph (a) or (b) of Section 9.03 of this
Article IX have been met with respect to any Business
Combination.

          9.05 No Effect on Fiduciary Obligations of Interested
Stockholders.  Nothing contained in this Article IX shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

          9.06 Amendment, Repeal, Etc.  Notwithstanding any other
provisions of this Certificate of Incorporation or the Bylaws of
the Corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, this Certificate of
Incorporation or the Bylaws of the Corporation), the affirmative
vote of the holders of at least eighty percent (80%) of the
shares of the then outstanding Voting Stock shall be required to
amend or repeal, or adopt any provisions inconsistent with, this
Article IX of this Certificate of Incorporation.



X.   Board of Directors:

          10.01 (a) Number, election and terms.  All corporate
powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under
the direction of, a Board of Directors which, except as otherwise
fixed by or pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any class or series of
Preferred Stock to elect additional directors under specified
circumstances, shall consist of not less than nine (9) nor more
than fifteen (15) persons.  The exact number of directors within
the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of
Directors pursuant to a resolution adopted by a majority of the
entire Board of Directors.  At the annual meeting of stockholders
of the Corporation held in 1985, the directors, other than those
who may be elected by the holders of any class or series of
Preferred Stock, shall be divided into three classes, as nearly
equal in number as possible, with the term of office of the first
class of directors to expire at the annual meeting of
stockholders of the Corporation to be held in 1986, the term of
office of the second class of directors to expire at the annual
meeting of stockholders of the Corporation to be held in 1987 and
the term of office of the third class of directors to expire at
the annual meeting of stockholders of the Corporation to be held
in 1988.  At each annual meeting of stockholders of the
Corporation following such initial classification and election,
and except as otherwise so fixed by or pursuant to the provisions
of Article IV hereof relating to the rights of the holders of any
or series of Preferred Stock to elect additional directors under
specified circumstances, directors elected to succeed those
directors whose terms expire at such annual meeting shall be
elected for a term of office to expire at the third succeeding
annual meeting of stockholders of the Corporation after their
election.

               (b)  Vacancies and Newly Created Directorships. 
Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of
Directors.  A director elected to fill a vacancy shall be elected
to serve until the next annual meeting of stockholders.  Any
directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting or
at a special meeting of stockholders called for that purpose,
unless applicable law then permits such directorship to be filled
by the affirmative vote of a majority of the remaining directors
(even though less than a quorum of the Board of Directors).  No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

               (c)  Continuance in Office.  Notwithstanding the
foregoing provisions of Section 10.01 hereof, any director whose
term of office has expired shall continue to hold office until
his successor shall be elected and qualify.

               (d)  Removal.  Subject to the rights of the
holders of any class or series of Preferred Stock then
outstanding, any director, or the entire Board of Directors, may
be removed from office at any time, with or without cause, but
only by the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all of the shares of the
Corporation then entitled to vote for the election of directors.

               (e)  Amendment, repeal, etc.  Notwithstanding any
other provisions of this Certificate of Incorporation or the
Bylaws of the Corporation (and notwithstanding the fact that some
lesser percentage may be specified by law, this Certificate of
Incorporation or the Bylaws of the Corporation), the affirmative
vote of the holders of at least eighty percent (80%) of the
voting power of all of the shares of the Corporation then
entitled to vote for the election of directors shall be required
to amend or repeal, or to adopt any provision inconsistent with,
Section 10.01 hereof.

          10.02     In furtherance, not in limitation, of the
powers conferred upon the Board of Directors by statute, the
Board of Directors is expressly authorized, without any vote or
other action by stockholders other than such as at the time shall
be expressly required by statute applicable to such action, to
exercise in a manner not inconsistent with any of the provisions
of the Certificate of Incorporation all of the powers, rights and
privileges of the Corporation (whether expressed or implied in
this Certificate of Incorporation or conferred by statute) and do
all acts and things which may be done by the Corporation, and
particularly, among other things:

               (a)  Subject to Section 9.06 of Article IX and
paragraph (e) of Section 10.01 hereof, to make, alter and repeal
Bylaws of the Corporation, subject to the power of the
stockholders to alter or repeal Bylaws made by the Board of
Directors, which action by the directors shall fully protect
third parties in dealing with the Corporation; provided, however,
that the Board of Directors may not alter, amend or repeal any
Bylaw establishing what constitutes a quorum at any meeting of
the stockholders of the Corporation;

               (b)  To determine, subject to the provisions of
Article IX hereof, whether any, and if any, what part, of the net
income of the Corporation or of its net assets in excess of its
capital shall be declared in dividends and paid to the
stockholders and whether or not in cash or capital stock of the
Corporation or in other property, and generally to determine and
direct the use and disposition of any such net income or any such
excess of net assets over capital; and to fix the times for the
declaration and payment of dividends;

               (c)  From time to time, to fix the amount to be
reserved over and above the capital stock of the Corporation paid
in and to determine and direct how amount so reserved shall be
used;

               (d)  To determine from time to time at what times
and places and under what conditions and regulations the accounts
and books of the Corporation, or any of them, shall be open to
the inspection of stockholders; and no stockholders shall have
any right to inspect any account or book or document of the
Corporation except as conferred by the laws of the State of
Alabama or authorized by resolution of the Board of Directors or
of the stockholders;

               (e)  From time to time, and without other limit as
to amount, except as may be provided in a resolution or
resolutions adopted by the stockholders of the Corporation, to
borrow or otherwise raise moneys for any of the purposes of the
Corporation; to authorize the issue of bonds, debentures, notes,
or other obligations of the Corporation, of any nature, or in any
manner, and to authorize the creation of mortgages upon, or the
pledge or conveyance or assignment in trust of, the whole or any
part of the property of the Corporation, real or personal,
whether at the time owned or thereafter acquired, including
contract rights, to secure the payment of any of such bonds,
debentures, notes or other obligations and the interest thereon;
and to authorize the sale or pledge or other disposition of such
bonds, debentures, notes or other obligations of the Corporation
for its corporate purposes;

               (f)  To provide, subject to the requirements of
law and the bylaws of the Corporation, for the holding of
stockholders and Directors meetings within or without the State
of Alabama at such places as may be from time to time designated
by resolution of the Board of Directors and to provide for an
office or offices and for the keeping of the books of the
Corporation (subject to the provisions of the statute) within or
without the State of Alabama;

               (g)  By resolution adopted by majority vote of all
the Directors of the Corporation as at the time fixed by its
bylaws, to designate three or more of their number to constitute
an executive committee, which, to the extent provided in such
resolution or in the bylaws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and
may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it, and by like
resolution, from time to time, to constitute other committees out
of their number, with such powers as shall be provided in such
resolutions or in the bylaws of the Corporation;

               (h)  Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board or such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee;

               (i)  To exercise such further powers as may be
conferred by the bylaws of the Corporation in addition to the
powers and authority expressly conferred in the foregoing or by
law.

XI.  Limitation of Liability:


          11.01     A director of the Corporation shall not be
liable to the Corporation or its shareholders for money damages
for any action taken, or failure to take action, as a director,
except for (i) the amount of a financial benefit received by such
director to which such director is not entitled; (ii) an
intentional infliction of harm by such director on the
Corporation or its shareholders; (iii) a violation of Section 10-2B-8.33 of 
the Code of Alabama of 1975 or any successor provision
to such section; (iv) an intentional violation by such director
of criminal law; or (v) a breach of such director's duty of
loyalty to the Corporation or its shareholders.  If the Alabama
Business Corporation Act, or any successor statute thereto, is
hereafter amended to authorize the further elimination or
limitation of the liability of a director of a corporation, then
the liability of a director of the Corporation, in addition to
the limitations on liability provided herein, shall be limited to
the fullest extent permitted by the Alabama Business Corporation
Act, as amended, or any successor statute thereto.  The
limitation on liability of directors of the Corporation contained
herein shall apply to liabilities arising out of acts or
omissions occurring subsequent to the adoption of this Article XI
and, except to the extent prohibited by law, to liabilities
arising out of acts or omissions occurring prior to the adoption
of this Article XI.  Any repeal or modification of this Article
XI by the shareholders of the Corporation shall be prospective
only and shall not adversely affect any limitation on the
liability of a director of the Corporation existing at the time
of such repeal or modification.



XII. General Provisions

          12.01     Capital surplus, paid-in surplus and premiums
on stock of the Corporation now existing or hereafter created
shall not be available for the payment of dividends other than
liquidating dividends.

          12.02     All persons who shall acquire stock in the
Corporation shall acquire it subject to the provisions of this
Certificate of Incorporation.

          12.03     So far as not otherwise expressly provided by
the laws of the State of Alabama, the Corporation shall be
entitled to treat the person in whose name any share is
registered as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in
said share on the part of any other person, whether or not the
Corporation shall have notice thereof.

          12.04     Attached hereto, marked Exhibit "A" and made
a part hereof, is a statement, under oath, made by A. S. Lacy,
the officer or agent authorized by the incorporators to receive
subscriptions to the capital stock of the Corporation subscribed
for and the amount thereof which has been paid in.  There is also
attached hereto, marked Exhibit "B" and made a part hereof, a
true and correct copy of the subscription list of the Corporation
showing the amount of capital stock subscribed for by the
incorporators and the manner in which such subscriptions are
provided to be discharged.

          The board of directors of the Corporation adopted a
resolution with respect to the restatement of the certificate of
incorporation of the corporation on July 19, 1984.

          The foregoing restated certificate of incorporation of
the Corporation sets forth all of the operative provisions of the
Certificate of Incorporation of the Corporation, correctly sets
forth without change the corresponding provisions of the
Certificate of Incorporation of the Corporation as heretofore
amended and supersedes the original Certificate of Incorporation
of the Corporation and all amendments thereto.

          Dated this 20th day of July, 1984.


                                   ENERGEN CORPORATION


                               By  /s/ Rex J. Lysinger           

                                   Its Chairman of the Board of
                                   Directors and President

                               and /s/ A. S. Lacy                

                                   Its Secretary


STATE OF ALABAMA    )
                    )
COUNTY OF JEFFERSON )

          Before me, the undersigned authority in and for said
County in said State, personally appeared Rex J. Lysinger known
to me, who being first duly sworn doth depose and say that he is
the Chairman of the Board of Directors and President of Energen
Corporation, that he signed the foregoing Restated Certification
of Incorporation of said corporation as Chairman of the Board of
Directors and President of said corporation and with full
authority and that the statements made in the foregoing Restated
Certification of Incorporation of said corporation are true and
correct.


                                   /s/ Rex J. Lysinger           

                                   Rex J. Lysinger




          Subscribed and sworn before me on this 20th day of
July, 1984, in witness whereof I hereunto subscribe my name and
attach the seal in my office.

                                   Margaret G. Priola           
                                   Notary Public

[NOTARIAL SEAL]                    My Commission Expires: 4/20/85

<PAGE>
                           EXHIBIT "A"


STATE OF ALABAMA    )
                    )
COUNTY OF JEFFERSON )

          Before me, Evelyn E. Pulley, a Notary Public in and for
said county in said state, personally appeared A. S. Lacy, who is
known to me, and who, being by me first duly sworn according to
law, deposed and said that he is the officer or agent designated
and authorized by the incorporators of Energen Corporation, an
corporation proposed to be incorporated under the laws of the
State of Alabama, to receive the subscription to the capital
stock of said corporation; that the amount of capital stock of
said corporation that has been paid in cash is One Thousand
Dollars ($1,000.00) which amount is at least twenty percent (20%)
of the stock subscribed; that a true copy of the subscription
list of capital stock of said corporation and the price paid in
cash therefor by each subscriber is attached hereto, marked
Exhibit "B" and made a part hereof; and that affiant now holds
said cash for delivery to said corporation, upon completion of
the organization thereof.


                                   /s/ A. S. LACY             
                                   A. S. Lacy

Subscribed and sworn to before me this
26th day of October, 1978.


/s/ Evelyn E. Pulley                  
Notary Public in and for the County of
Jefferson, Alabama

My Commission expires:  March 16, 1980<PAGE>

                           EXHIBIT "B"

              SUBSCRIPTION LIST OF THE CAPITAL STOCK

                                OF

                       ENERGEN CORPORATION


          We, the undersigned, do hereby respectively subscribe
for and agree to take and pay in cash for the number of shares of
common stock of the par value of One Dollar ($1.00) per share of
Energen Corporation, a corporation proposed to be organized under
the laws of the State of Alabama, that is set opposite our
respective signatures.

          IN WITNESS WHEREOF, each of the undersigned subscribers
has signed his name hereto, all opposite the number of shares
subscribed for by each of the undersigned, this 19th day of
October, 1978.

                                   NUMBER         AMOUNT
                                     OF            PAID
                                   SHARES         IN CASH


     /s/ Howard Higgins              334          $334.00
     Howard Higgins


     /s/ Rex J. Lysinger             333          $333.00
     Rex J. Lysinger


     /s/ A. S. Lacy                  333          $333.00
     A. S. Lacy
<PAGE>