EXHIBIT 3.1

                       SECOND AMENDED AND RESTATED

                      CERTIFICATE OF INCORPORATION

                                   OF

                        DOMAIN ENERGY CORPORATION


            DOMAIN ENERGY CORPORATION, a corporation duly incorporated by the
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware on December 30, 1996 (the "Company"), which original
Certificate was amended and restated by the filing of an Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware on June ___, 1997 (as so amended, the "Certificate of Incorporation")
desiring to amend said Certificate of Incorporation, such amended and restated
Certificate of Incorporation having been duly adopted in accordance with Section
245 of the General Corporation Law of the State of Delaware, hereby certifies as
follows:

               1. Said Certificate of Incorporation is hereby restated,
integrated and further amended to read in its entirety as follows:

            FIRST: The name of the Corporation is Domain Energy Corporation.

            SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware. The name of the registered agent of the Corporation
in the State of Delaware at such address is The Corporation Trust Company.

            THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as from time to time amended (the
"DGCL").

            FOURTH: The total number of shares of all classes of capital stock
which the Company shall have authority to issue is 55,000,000 shares, consisting
of
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               (i)   5,000,000 shares of Preferred Stock, $.01 par value per
                     share, and

               (ii)  50,000,000 shares of Common Stock, $.01 par value per
                     share.

               Except as otherwise provided by law, the shares of capital stock
of the Company, regardless of class, may be issued by the Company from time to
time in such amounts, for such lawful consideration and for such corporate
purpose(s) as the Board of Directors may from time to time determine.

               Shares of Preferred Stock may be issued from time to time in one
or more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or resolutions providing
for the issuance of a particular series of Preferred Stock, the voting powers,
if any, of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by this Amended and Restated Certificate of Incorporation
and the laws of the State of Delaware.

               Subject to the provisions of applicable law or of the Company's
By-Laws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law, by this Amended and Restated Certificate of
Incorporation or by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock as aforesaid, the
holders of outstanding shares of Common Stock shall exclusively possess the
voting power for the election of directors of the Company and for all other
purposes as prescribed by applicable law, with each holder of record of shares
of Common Stock having voting power being entitled to one vote for each share of
Common Stock registered in his or its name on the books, registers and/or
accounts of the Company.

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            FIFTH: In furtherance and not in limitation of the powers conferred
by law, subject to any limitations contained elsewhere in this Amended and
Restated Certificate of Incorporation, by-laws of the Corporation may be
adopted, amended or repealed by a majority of the board of directors of the
Corporation, but any by-laws adopted by the board of directors may be amended or
repealed by the stockholders entitled to vote thereon. Election of directors
need not be by written ballot.

            SIXTH: (a) A director of the Corporation shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, or (ii) for
acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the DGCL
or any amendment thereto or successor provision thereto, or (iv) for any
transaction from which the director shall have derived an improper personal
benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of
any provision of the Certificate of Incorporation inconsistent with this
paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this paragraph (a) of this Article, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

                           (b)  The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to, or
testifies in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in nature, by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the fullest extent permitted by law, and the Corporation
may enter into agreements with any such person for the purpose of providing for
such indemnification.

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               3. This Amended and Restated Certificate of Incorporation has
been duly adopted in accordance with the provisions of sections 242 and 245 of
the DGCL, and has been duly adopted by a written consent of the stockholders of
the Company in accordance with the provisions of Section 228(a) of the DGCL.

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               IN WITNESS WHEREOF, Domain Energy Corporation, has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Michael V. Ronca, its President and Chief Executive Officer, and attested to by
Catherine L. Sliva, its Executive Vice President and Secretary, on this 14th day
of May 1998.

                                 DOMAIN ENERGY CORPORATION



                                 By: ___________________________
                                     Michael V. Ronca
                                     President and CEO

Attest:


______________________________________
Catherine L. Sliva
Executive Vice President and Secretary

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