Exhibit 3ii.1

                              AMENDED AND RESTATED
                                   BY-LAWS OF
                          NATHANIEL ENERGY CORPORATION
                            (as of February 20, 2004)

                              ARTICLE I -- OFFICES

The principal office of the corporation shall be located in the State of
Delaware in the County of New Castle. The corporation may have such other
offices, either within or outside the state, as the Board of Directors may
designate or as the business of the corporation may require from time to time.
The registered office of the corporation may be, but need not be, identical with
the principal office, and the address of the registered office may be changed
from time to time by the Board of Directors.

                           ARTICLE II -- SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held
at such time and place as may be fixed from time to time by the Board of
Directors of the corporation.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the president
or by the Board of Directors, and shall be called by the president at the
request of the holders of not less than one-tenth of all the outstanding shares
of the corporation entitled to vote at the meeting.

SECTION 3. PLACE 0F MEETING. The Board of Directors may designate any place as
the place for annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place as the place for such meeting. If no designation
is made, or if a special meeting shall be called other than by the Board, the
place of meeting shall be the registered office of the corporation.

SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting; to each shareholder of record entitled to vote at such
meeting, except that if authorized capital stock is to be increased at least
thirty days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. If requested by the person or persons lawfully
calling such meeting, the secretary shall give notice thereof at corporate
expense.

SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for any stated period not exceeding fifty days.

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If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days, and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action" requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of the
closing has expired.

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days prior to such meeting, this list shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list of transfer books or to vote at any
meeting of shareholders.

SECTION 7. QUORUM. Fifty One Percent (51 %) of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a quorum of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. If a quorum is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of voting by classes is required by law or
the articles of incorporation.

SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

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SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall
be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders. Cumulative voting shall not be allowed.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Neither treasury shares, not
shares of its own stock held by the corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of Directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

     Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of the trusty may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority to do so
be contained in an appropriate order of his court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledge, and
thereafter the pledge shall be entitled to vote the shares so transferred.

SECTION 11. INFORMAL ACTION BY SHAREHOLDERS. Whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or of the certificate of
incorporation, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken unless such action has been authorized by the board of directors, in which
event such action may be taken by the written consent of the holders of not less
than a majority of the shares of capital stock entitled to vote upon such
action.

                        ARTICLE III -- BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by statute or
the articles of incorporation.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the
corporation shall be not less than three or more than five, unless a lesser
number is allowed by statute. Directors shall be elected at each annual meeting
of shareholders. Each director shall hold office until the next annual meeting
of shareholders and thereafter until his or her successor shall have been
elected and qualified.

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     Directors need not be residents of this state or shareholders of the
corporation. Directors shall be removable in the manner provided by statute.

SECTION 3. VACANCIES. Any director may resign at any time by giving written
notice to the president or to the secretary of the corporation. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though not less than a quorum. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Directorship to be filled by the affirmative vote of
a majority of the Directors then in office or by an election at an annual
meeting or at a special meeting of shareholders called for that purpose, and a
director so chosen shall hold office for the term, specified in Section 2 above.

SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw 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 for the holding of additional regular meetings
without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.

SECTION 6. NOTICE. Notice of any special meeting shall be given at least seven
days previous thereto by written notice delivered personally or mailed to each
director at his or her business address, or by notice given at least two days
previously by telegraph. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
at a 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 of waiver of notice of such meeting.

SECTION 7. QUORUM. A majority of the number of Directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.

SECTION 8. 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 9. COMPENSATION. By resolution of the Board of Directors, any director
may be paid anyone or more of the following: expenses, if any, of attendance at
meetings; a fixed sum for attendance at each meeting; or a stated salary as
directed. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore.

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SECTION 10. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be
taken at a meeting of the Directors may be taken without a meeting if 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 same force and effect as a unanimous vote of the
Directors.

SECTION 11. ISSUANCE OF SECURITIES AND INCURRENCE OF INDEBTEDNESS.
Notwitstanding anything to the contrary in these By-Laws, the act of all of the
Directors shall be required to (a) create, incur, contract for, assume, have
outstanding, guarantee or otherwise be or become directly or indirectly liable
in respect of, any loan received by the corporation, or indebtedness of the
corporation to any person, other than trade payables in the ordinary course of
the corporation's day-to-day business, and/or (b) issue, sell or otherwise
dispose of any shares of common stock, preferred stock or any other equity
security (collectively, the "Capital Stock"), or any security or instrument
which is convertible or exercisable into any common stock.

                        ARTICLE IV -- OFFICERS AND AGENTS

Section 1. General. The officers of the corporation shall be a president, one or
more vice presidents, a secretary and a treasurer. The salaries of all the
officers of the corporation shall be fixed by the board of directors.

One person may hold any two offices, except that no person may simultaneously
hold the offices of president and secretary.

Section 2. Election and term of office. The officers of the corporation shall be
elected by the board of directors annually at the first meeting of the board
held after each annual meeting of the shareholders.

Section 3. Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled
by the board of directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The president shall:

     (a) subject to the direction and supervision of the Board of Directors, be
the chief executive officer of the corporation;

     (b) shall have general and active control of its affairs and business and
general supervision of its officers, agents and employees; and

     (c) the president shall have custody of the treasurer's bond, if any.

SECTION 6. VICE PRESIDENT. The vice president shall:

     (a) assist the president; and

     (b) shall perform such duties as may be assigned to them by the president
or by the Board of Directors.

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SECTION 7. SECRETARY. The secretary shall:

     (a) keep the minutes of the proceedings of the shareholders and the Board
of Directors;

     (b) see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;

     (c) be custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the Board of
Directors;

     (d) keep at its registered office or principal place of business a record
containing the names and addresses of all shareholders and the number and class
of shares held by each, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar;

     (e) sign with the president, or a vice president, certificates for shares
of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;

     (f) have general charge of the stock transfer books of the corporation,
unless the corporation has a transfer agent; and

     (g) in general, perform all duties incident to the office as secretary and
such other duties as from time to time may be assigned to him or her by the
president or by the Board of Directors.

SECTION 8. TREASURER. The treasurer shall:

     (a) be the principal financial officer of the corporation;

     (b) perform all other duties incident to the office of the treasurer on
request of the Board, shall make such reports to it as may be required at any
time;

     (c) be the principal accounting officer of the corporation; and

     (d) have such other powers and perform such other duties as may be from to
time prescribed by the Board of Directors.

                               ARTICLE V -- STOCK

SECTION 1. CERTIFICATES. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and the secretary, and shall be sealed with the
seal of the corporation, or with a facsimile thereof. No certificate shall be
issued until the shares represented thereby are fully paid.

SECTION 2. CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof, if
any) as shall be fixed from time to time by the Board of Directors. Such
consideration may consist, in whole or in part of money, other property,
tangible or intangible, or in labor or services actually performed for the
corporation, but neither promissory notes nor future services shall constitute
payment or part payment for shares.

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SECTION 3. TRANSFER OF SHARES. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.

SECTION 4. TRANSFER AGENTS, REGISTRARS AND PAYING AGENTS. The Board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture or other security of the
corporation.

             ARTICLE VI -- INDEMNIFICATION OF OFFICERS AND DIRECTORS

Each director and officer of this corporation shall be indemnified by the
corporation against all costs and expenses actually and necessarily incurred by
him or her in connection with the defense of any action, suit or proceeding in
which he or she may be involved or to which he or she may be made a party by
reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.

                          ARTICLE VII -- MISCELLANEOUS

SECTION 1. WAIVER OF NOTICE. Whenever notice is required by law, by the articles
of incorporation or by these bylaws, a waiver thereof in writing signed by the
director, shareholder or other person entitled to said notice, whether before or
after the time stated therein, or his or her appearance at such meeting in
person or (in the case of a shareholders' meeting) by proxy, shall be equivalent
to such notice.

SECTION 2. SEAL. The corporate seal of the corporation shall be in the form
impressed on the margin hereof.

SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be as
established by the Board of Directors.

SECTION 4. AMENDMENTS. The Board of Directors shall have power to make, amend
and repeal the bylaws of the corporation at any regular meeting of the Board or
at any special meeting called for the purpose.