Exhibit 3.1  AMENDED
AND RESTATED  CERTIFICATE
OF INCORPORATION  OF  COBALT
INTERNATIONAL ENERGY, INC.  The
original name of the corporation is Cobalt International Energy, Inc. The
original certificate of incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on August 27, 2009.  This Amended and Restated Certificate of
Incorporation, which both restates and integrates and further amends the
provisions of the corporations certificate of incorporation, was duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.  The
certificate of incorporation of the corporation is hereby amended and restated
to read in its entirety as follows:  ARTICLE 1 NAME  The name of the corporation is Cobalt International
Energy, Inc. (the Corporation).  ARTICLE 2 REGISTERED
OFFICE AND AGENT  The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. 
The name of its registered agent at such address is The Corporation
Trust Company.  ARTICLE 3 PURPOSE  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 the same exists or may
hereafter be amended (Delaware Law).


ARTICLE 4 CAPITAL
STOCK  Section 1.  Authorized Capital Stock.  The total number of shares of stock which the
Corporation shall have authority to issue is 2,200,000,000, consisting of
2,000,000,000 shares of common stock, par value $0.01 per share (the Common Stock), and 200,000,000 shares of preferred stock,
par value $0.01 per share (the Preferred Stock).  Section 2.  Preferred Stock.  The Board of Directors is hereby empowered to
authorize by resolution or resolutions from time to time the issuance of one or
more series of Preferred Stock and to fix the designations, powers, preferences
and relative, participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, if any, with respect to
each such series of Preferred Stock and the number of shares constituting each
such series, and to increase or decrease the number of shares of any such
series to the extent permitted by Delaware Law.  ARTICLE 5 BOARD
OF DIRECTORS  Section 1.  Power of the Board of
Directors.  The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors.  Section 2.  Number of Directors.  Subject to the terms of any series of
Preferred Stock entitled to separately elect directors, the Board of Directors
shall consist of not less than 5 nor more than 15 directors, with the exact
number of directors to be determined from time to time solely by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors.  Section 3.  Election of Directors.  (a) Until the Effective Date, all of the
directors will be elected annually at the annual meeting of stockholders.  (b)           From and after the Effective Date, except as otherwise
provided in the terms of any series of Preferred Stock entitled to separately
elect directors, the directors shall be divided into three classes, designated Class I,
Class II and Class III.  Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors.  Each director shall serve for a term ending
on the date of the third annual meeting of stockholders next following the
annual meeting at which such director was elected; provided that directors initially designated as Class I
directors shall serve for a term ending on the date of the first annual meeting
following such Effective Date, directors initially designated as Class II
directors shall serve for a term ending on the second annual meeting following
such Effective Date, and directors initially designated as Class III
directors shall serve for a term ending on the date of the  2


third annual meeting
following such Effective Date. 
Immediately following the Effective Date, the Board of Directors is
authorized to designate the members of the Board then in office as Class I
directors, Class II directors or Class III directors.  In making such designation, the Board of
Directors shall equalize, as nearly as possible, the number of directors in
each class.  In the event of any change
in the number of directors, the Board of Directors shall apportion any newly
created directorships among, or reduce the number of directorships in, such
class or classes as shall equalize, as nearly as possible, the number of
directors in each class.  In no event
will a decrease in the number of directors shorten the term of any incumbent
director.  (c)           Each director shall hold office until such directors
successor shall have been duly elected and qualified or until such directors
earlier death, resignation or removal and, in the case of a classified board,
for a term that shall coincide with the term of the class to which such
director shall have been elected.  (d)           There shall be no cumulative voting in the election of
directors.  Section 4.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
solely by a majority of the directors then in office (although less than a
quorum) or by the sole remaining director. 
Subject to the terms of any series of Preferred Stock entitled to
separately elect directors, whenever the holders of any class or classes of
stock or series thereof are entitled to elect one or more directors by this
certificate of incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of directors elected by
such class or classes or series thereof then in office, or by a sole remaining
director so elected.  If there are no
directors in office, then an election of directors may be held in accordance
with Delaware Law.  When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in the
filling of other vacancies.  Section 5.  Removal.  (a) Until the Effective Date, any
director may be removed from office, with or without cause, by the affirmative
vote of the holders of not less than a majority of the shares then entitled to
vote generally in the election of directors, voting together as a single class.  (b)           From and after the Effective Date, no director may be removed
from office by the stockholders except for cause with the affirmative vote of
the holders of not less than a majority of the shares then entitled to vote
generally in the election of directors, voting together as a single class.  (c)           Notwithstanding
the foregoing, whenever the holder of one or more classes or series of
Preferred Stock shall have the right, voting separately as  3


a class or series, to elect
directors, the election, term of office, filling of vacancies, removal and
other features of such directorships shall be governed by the terms of the
resolution or resolutions adopted by the Board of Directors pursuant to Article 4
applicable thereto, and such directors so elected shall not be subject to the
provisions of this Article 5 unless otherwise provided therein.  ARTICLE 6 STOCKHOLDERS  Section 1.  Action by Written Consent
of Stockholders.  (a) Until
the Effective Date, any action required or permitted to be taken at any annual
or special meeting of stockholders may be taken (i) by a vote of
stockholders at a meeting of stockholders duly noticed and called in accordance
with Delaware Law or (ii) without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding capital stock of the
Corporation having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted.  (b)           From and after the Effective Date, any action required or
permitted to be taken at any annual or special meeting of stockholders may only
be taken upon a vote of stockholders at an annual or special meeting of
stockholders duly noticed and called in accordance with the Corporations
bylaws and Delaware Law and may not be taken by written consent of stockholders
without a meeting.  Section 2.  Special Meetings of
Stockholders.  Special
meetings of stockholders may be called only by the Board or Directors or the
Chairman of the Board; provided that,
until the Effective Date, special meetings of stockholders will also be called
by the Secretary of the Corporation at the request of the holders of a majority
of the outstanding shares of Common Stock.  ARTICLE 7 LIMITATIONS
ON LIABILITY AND INDEMNIFICATION  Section 1.  Limited Liability.  A director of the Corporation shall not be
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director to the fullest extent permitted by Delaware
Law.  Section 2.  Right to Indemnification.  (a) Each person (and the heirs,
executors or administrators of such person) who was or is a party or is
threatened to be made a party to, or is otherwise involved in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or principal officer (as defined in the Corporations bylaws) of
the Corporation shall  4


be indemnified and held
harmless by the Corporation to the fullest extent permitted by Delaware Law; provided, that the Corporation shall not be obligated to
indemnify (or advance) expenses to such a director or principal officer with
respect to a proceeding (or part thereof) initiated by such director or
principal officer (other than a proceeding to enforce the rights granted under
this Article 7) unless the Board of Directors approved the initiation of
such proceeding (or part thereof).  The
right to indemnification conferred in this Article 7 shall also include
the right to be paid by the Corporation the expenses (including attorneys
fees) incurred in connection with any such proceeding in advance of its final
disposition to the fullest extent authorized by Delaware Law.  The right to indemnification conferred in
this Article 7 shall be a contract right.  (b)           The Corporation may, by action of its Board of Directors,
provide rights to indemnification and to advancement of expenses to such other
officers, employees and agents of the Corporation to such extent and to such
effect as the Board of Directors shall determine to be appropriate and
authorized by Delaware Law.  Section 3.  Insurance.  The Corporation shall have power to purchase
and maintain insurance on behalf of any person who 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, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity or arising out of such persons status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under Delaware Law.  Section 4.  Nonexclusivity of Rights.  The rights and authority conferred in this Article 7
shall not be exclusive of any other right which any person may otherwise have
or hereafter acquire.  Section 5.  Preservation of Rights.  Neither the amendment nor repeal of this Article 7,
nor the adoption of any provision of this certificate of incorporation or the
bylaws of the Corporation, nor, to the fullest extent permitted by Delaware
Law, any modification of law, shall adversely affect any right or protection of
any person granted pursuant hereto existing at, or arising out of or related to
any event, act or omission that occurred prior to, the time of such amendment,
repeal, adoption or modification (regardless of when any proceeding (or part
thereof) relating to such event, act or omission arises or is first threatened,
commenced or completed).  ARTICLE 8 CORPORATE OPPORTUNITIES  To the fullest extent
permitted by applicable law, the Corporation, on behalf of itself and its
subsidiaries, renounces any interest or expectancy of the Corporation and its
subsidiaries in, or in being offered an opportunity to  5


participate in, business
opportunities that are from time to time presented to any of the Sponsors or
any of their respective officers, directors, agents, shareholders, members,
partners, affiliates and subsidiaries (other than the Corporation and its
subsidiaries) (each, a Specified Party),
even if the opportunity is one that the Corporation or its subsidiaries might
reasonably be deemed to have pursued or had the ability or desire to pursue if
granted the opportunity to do so and each such Specified Party shall have no
duty to communicate or offer such business opportunity to the Corporation and,
to the fullest extent permitted by applicable law, shall not be liable to the
Corporation or any of its subsidiaries for breach of any fiduciary or other
duty, as a director or officer or otherwise, by reason of the fact that such
Specified Party pursues or acquires such business opportunity, directs such
business opportunity to another person or fails to present such business
opportunity, or information regarding such business opportunity, to the
Corporation or its subsidiaries. 
Notwithstanding the foregoing, a Specified Party who is a director or
officer of the Corporation and who is offered a business opportunity in his or
her capacity as a director or officer of the Corporation (a Directed Opportunity) shall be obligated to communicate
such Directed Opportunity to the Corporation, provided,
however, that all of the protections of
this Article 8 shall otherwise apply to the Specified Parties with respect
to such Directed Opportunity, including, without limitation, the ability of the
Specified Parties to pursue or acquire such Directed Opportunity or to direct
such Directed Opportunity to another person.  Neither the amendment nor
repeal of this Article 8, nor the adoption of any provision of this
certificate of incorporation or the bylaws of the Corporation, nor, to the
fullest extent permitted by Delaware Law, any modification of law, shall
adversely affect any right or protection of any person granted pursuant hereto
existing at, or arising out of or related to any event, act or omission that
occurred prior to, the time of such amendment, repeal, adoption or modification
(regardless of when any proceeding (or part thereof) relating to such event,
act or omission arises or is first threatened, commenced or completed).  If any provision or
provisions of this Article 8 shall be held to be invalid, illegal or
unenforceable as applied to any circumstance for any reason whatsoever: (a) the
validity, legality and enforceability of such provisions in any other
circumstance and of the remaining provisions of this Article 8 (including,
without limitation, each portion of any paragraph of this Article 8
containing any such provision held to be invalid, illegal or unenforceable that
is not itself held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Article 8 (including, without limitation,
each such portion of any paragraph of this Article 8 containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so
as to permit the Corporation to protect its directors, officers, employees and
agents from personal liability in respect of their good faith service to or for
the benefit of the Corporation to the fullest extent permitted by law.  6


This Article 8 shall
not limit any protections or defenses available to, or indemnification rights
of, any director or officer of the Corporation under this certificate of
incorporation or applicable law.  Any person or entity
purchasing or otherwise acquiring any interest in any securities of the
Corporation shall be deemed to have notice of and to have consented to the
provisions of this Article 8.  ARTICLE 9 MISCELLANEOUS  The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation
and for the further definition of the powers of the Corporation and of its
directors and stockholders:  (a)           The
directors shall have the concurrent power with the stockholders to adopt, amend
or repeal the bylaws of the Corporation.  (b)           Elections
of directors need not be by written ballot unless the bylaws of the Corporation
so provide.  (c)           The
Corporation elects not to be governed by Section 203 of the Delaware Law,
and the restrictions contained in Section 203 shall not apply to the
Corporation, until the first date on which the Sponsors and their affiliates no
longer beneficially own at least 25% of the outstanding shares of Common Stock
of the Corporation.  From and after such
date, the Corporation shall be governed by Section 203 so long as Section 203
by its terms would apply to the Corporation.  For so long as that certain Stockholders Agreement,
dated as of December 15, 2009, by and among the Corporation and the
Sponsors, as amended from time to time (the Stockholders
Agreement), is in effect, the provisions of the Stockholders
Agreement shall be incorporated by reference into the relevant provisions
hereof, and such provisions shall be interpreted and applied in a manner
consistent with the terms of the Stockholders Agreement.  As used herein, the following terms shall have the
following meanings:  Carlyle/Riverstone
shall mean Riverstone Energy Coinvestment III, L.P., C/R Cobalt Investment
Partnership, L.P., C/R Energy Coinvestment II, L.P., C/R Energy III Cobalt
Partnership, L.P., Carlyle/Riverstone Global Energy and Power Fund III, L.P.
and Carlyle Energy Coinvestment III, L.P. collectively.  GSCP
shall mean GSCP V Cobalt Holdings, LLC, GSCP V Offshore Cobalt Holdings, LLC,
GS Capital Partners V Institutional, L.P., GSCP V GmbH Cobalt Holdings, LLC,
GSCP VI Cobalt Holdings, LLC, GSCP VI Offshore  7


Cobalt Holdings, LLC, GS Capital Partners VI
Parallel, L.P. and GSCP VI GmbH Cobalt Holdings, LLC, collectively.  First Reserve
shall mean First Reserve Fund XI, L.P. and FR XI Onshore AIV, L.P , collectively.  KERN
shall mean KERN Cobalt Co-Invest Partners AP LP.  Effective
Date shall mean the first date on which the Sponsors and their
affiliates no longer beneficially own more than 50% of the outstanding shares
of Common Stock of the Corporation or the Corporation no longer qualifies as a
controlled company under Section 303A of the New York Stock Exchange
Listed Company Manual as in effect on December 15, 2009.  Sponsors means
Carlyle/Riverstone, GSCP, First Reserve and KERN.  ARTICLE 10 AMENDMENT OF CERTIFICATE OF INCORPORATION  The Corporation reserves the
right from time to time to amend this certificate of incorporation in any
manner permitted by Delaware Law, and all rights and powers conferred upon
stockholders, directors and officers herein are granted subject to this
reservation.  8


IN WITNESS WHEREOF, the undersigned has executed
this Amended and Restated Certificate of Incorporation this 18th day of
December, 2009.   COBALT INTERNATIONAL ENERGY, INC.By:
  /s/
  Samuel H. Gillespie IIIName:
  Samuel
  H. Gillespie IIITitle:
  Executive
  Vice President