**Exhibit3.6**

**FIRST AMENDMENT**

**TO**

**FIRSTAMENDED AND RESTATED**

**OPERATINGAGREEMENT**

**OF**

**MV PARTNERS, LLC**

The undersigned Members ofMV Partners, LLC, constituting all of the Members of said Company, do herebyamend the First Amended and Restated Operating Agreement of MV Partners, LLCdated September 1, 2006 (“First Amended Agreement”) as follows:

1.             **Amendment to Section 1.3**. Section 1.3 of the First Amended Agreement is amended by deleting saidSection in its entirety and replacing the same with the following, effective asof December 1, 2006:

**Section1.3.****           Business. **Subjectto the other provisions of this Agreement, the business of the Company shallbe: (a) to hold, maintain, renew, explore, drill, develop and operate theAssets (as defined herein) and additional Leases; (b) to produce, collect,store, treat, deliver, market, sell or otherwise dispose of oil, gas andrelated hydrocarbons and minerals from the Assets and additional Leases;(c) to farm-out, sell, abandon and otherwise dispose of the Assets,additional Leases and other Company assets; (d) to enter into swaps, options,future contracts and other transactions to hedge or to otherwise minimize therisk associated with the fluctuation of prices to be received by the Companyfrom the sale of oil, gas and related hydrocarbons and minerals from the Assetsand any additional Leases acquired pursuant to the terms hereof; and(e) to take all such other actions incidental to any of the foregoing asthe Manager may determine to be necessary and appropriate.  Notwithstanding the foregoing and any otherprovision of this Agreement, the Company shall not acquire (i) any gas plant orsimilar facilities (other than facilities acquired as part of and at the sametime as the acquisition of any of the Assets), (ii) any refining facilities or(iii) any transportation facilities except pipelines and gathering systemsconnecting the Assets or additional Leases acquired pursuant to the termshereof with other gathering systems or transmission pipelines, or engage in thecontract drilling business or any other business.

2.             **Amendment to Section 12.10**. Section 12.10 of the First Amended Agreement is amended by deleting saidSection in its entirety and replacing the same with the following, effective asof December 1, 2006:

**Section12.10.      Third Party Beneficiaries. **MV Oil Trust, a Delaware statutory trust created under the DelawareStatutory Trust Act, shall have the right to enforce Section 1.3 of thisAgreement as a third

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partybeneficiary hereof.  Except as providedimmediately above, nothing in this Agreement, either express or implied, isintended to or shall confer upon any person other than the parties hereto, andtheir respective successors and permitted assigns, any rights, benefits, orremedies of any nature whatsoever under or by reason of this Agreement.

3.             **Ratification**. The undersigned Members of MV Partners, LLC hereby each acknowledgesand agrees that, except with respect to the forgoing amendments to Sections 1.3and 12.10, the First Amended Agreement is hereby ratified and confirmed in allrespects, and all rights and obligations thereunder shall continue in fullforce and effect.

4.             **Counterparts.**  This Amendment may be executed in severalcounterparts, each of which shall be deemed an original and all of which shallconstitute but one and the same instrument. Delivery of an executed counterpart of a signature page of thiscertificate by telecopy shall be effective as delivery of a manually executedcounterpart of this certificate.

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[Signature Page Follows]

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**CounterpartSignature Page**

**To**

**FIRST AMENDMENT TO**

**FIRSTAMENDED AND RESTATED**

**OPERATINGAGREEMENT OF**

**MV PARTNERS, LLC**

**CLASSA MEMBER**:

**MVENERGY, LLC**
| By:                    | ** ** | **MURFIN, INC.,**Member                |
|------------------------|------------|----------------------------------------|
|                   | ** ** | ** **                             |
|                   | ** ** | ** **                             |
| By:                    |       | /s/ David L. Murfin                    |   |
|                   |       | David L. Murfin, Chairman of the Board |
|                   |       |                                   |
|                   |       |                                   |
| Date: December 1, 2006 |

 

**CLASSB MEMBER**:

**VAP-I,LLC**
| By:                    | ** ** | **MV ENERGY, LLC**, Manager of  VAP-I, LLC  |
|------------------------|------------|---------------------------------------------|
|                   | ** ** | ** **                                  |
| By:                    | ** ** | **MURFIN, INC.**,  Member of MV Energy, LLC |
|                   | ** ** | ** **                                  |
|                   | ** ** | ** **                                  |
| By:                    |       | /s/ David L. Murfin                         |   |
|                   |       | David L. Murfin, Chairman of the Board      |
|                   |       |                                        |
|                   |       |                                        |
| Date: December 1, 2006 |

 

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**CounterpartSignature Page**

**To**

**FIRST AMENDMENT TO**

**FIRSTAMENDED AND RESTATED**

**OPERATINGAGREEMENT OF**

**MV PARTNERS, LLC**

**CLASS AMEMBER**

**MVENERGY, LLC**
| By:                    | ** ** | **VESS ACQUISITION GROUP, LLC**,  Member |
|------------------------|------------|------------------------------------------|
|                   | ** ** | ** **                               |
| By:                    | ** ** | **VESS ENERGY, LLC**,  Managing Member   |
|                   | ** ** | ** **                               |
|                   | ** ** | ** **                               |
| By:                    |       | /s/ J. Michael Vess                      |   |
|                   |       | J. Michael Vess, Managing Member         |
|                   |       |                                     |
|                   |       |                                     |
| Date: December 1, 2006 |

 

**CLASS BMEMBER**:

**VAP-I, LLC**
| By:                    | ** ** | **VESS ACQUISITION GROUP, LLC**,  Member of MV Energy, LLC |
|------------------------|------------|------------------------------------------------------------|
|                   | ** ** | ** **                                                 |
| By:                    | ** ** | **VESS ENERGY, LLC**,  Managing Member                     |
|                   | ** ** | ** **                                                 |
|                   | ** ** | ** **                                                 |
| By:                    |       | /s/ J. Michael Vess                                        |   |
|                   |       | J. Michael Vess, Managing Member                           |
|                   |       |                                                       |
|                   |       |                                                       |
| Date: December 1, 2006 |

 

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