**Exhibit 3.4**

**AMENDMENT NO. 1 TO SECONDAMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OFCOPANO ENERGY, L.L.C.**

THISAMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANYAGREEMENT OF COPANO ENERGY, L.L.C.  (this“Amendment”), dated as of August 1, 2005, is entered into andeffectuated by the Board of Directors (the “Board”) of Copano Energy,L.L.C. (the “Company”) pursuant to authority granted to it in Sections5.6 and 11.1 of the Second Amended and Restated Limited Liability CompanyAgreement of Copano Energy, L.L.C., dated as of November 15, 2004, (the “LimitedLiability Company Agreement”). Capitalized terms used but not defined herein are used as defined in theLimited Liability Company Agreement.

WHEREAS,Section 5.6(a) of the Limited Liability Company Agreement provides that theCompany may issue additional Company Securities for any Company purpose at anytime and from time to time for such consideration and on such terms andconditions as the Board shall determine, all without the approval of anyMembers;

WHEREAS,Section 5.6(b) of the Limited Liability Company Agreement provides that theCompany Securities authorized to be issued by the Company pursuant to Section5.6(a) may be issued in one or more classes, or one or more series of any suchclasses, with such designations, preferences, rights, powers and duties (whichmay be senior to existing classes and series of Company Securities) as shall befixed by the Board;

WHEREAS,Section 11.1(c)(vii) of the Limited Liability Company Agreement provides thatthe Board, without the approval of any Member (subject to the provisions ofSection 5.7 of the Limited Liability Company Agreement), may amend anyprovision of the Limited Liability Company Agreement necessary or appropriate inconnection with the authorization of issuance of any class or series of CompanySecurities pursuant to Section 5.6 of the Limited Liability Company Agreement;

WHEREAS,the Board has determined that the issuance of the Class B Units provided for inthis Amendment is permitted by Section 5.7 of the Limited Liability CompanyAgreement;

WHEREAS,Section 11.1(c)(iv) of the Limited Liability Company Agreement provides thatthe Board, without the approval of any Member, may amend any provision of theLimited Liability Company Agreement to reflect a change that the Boarddetermines does not adversely affect the Members (including any particularclass of Interests as compared to other classes of Interests) in any materialrespect; and

WHEREAS,the Board deems it in the best interest of the Company to effect this Amendmentto provide for (i) the issuance of the Class B Units in connection with theScissorTail Acquisition pursuant to a definitive membership interest purchaseagreement, dated June 20, 2005, (ii) the conversion of the Class B Units intoCommon Units in accordance with the terms described herein, and (iii) suchother matters as are provided herein.

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NOW, THEREFORE, it is hereby agreed as follows:

A.            Amendment.  The Limited Liability Company Agreement is herebyamended as follows:

1.             Section 1.1 ishereby amended to add the following definitions:

“*Class B Units*” means a Company Securityrepresenting a fractional part of the Interests of all Members, and having therights and obligations specified with respect to the Class B Units in thisAgreement.  The term “*Class B Unit*” does not refer to a CommonUnit prior to its conversion into a Common Unit pursuant to the terms hereof.

“*Class B Unit Arrearage*” means, withrespect to any Class B Unit, whenever issued, as to any Quarter within theSubordination Period, the excess, if any, of (a) 110% of the Minimum QuarterlyDistribution with respect to a Common Unit in respect of such Quarter over (b)the sum of all Available Cash distributed with respect to a Class B Unit inrespect of such Quarter pursuant to Section 6.4(a)(i).

“*Cumulative Class B Unit Arrearage*” means,with respect to any Class B Unit, whenever issued, and as of the end of anyQuarter, the excess, if any, of (a) the sum resulting from adding together theClass B Unit Arrearage as to a Class B Unit for each of the Quarters within theSubordination Period ending on or before the last day of such Quarter duringwhich any Class B Unit has been Outstanding over (b) the sum of anydistributions theretofore made to a Class B Unit pursuant to Section 6.4(a)(ii)and the second sentence of Section 6.5 (including any distributions to be madein respect of the last of such Quarters).

“*Remaining Net Positive Adjustments*” meansas of the end of any taxable period, with respect to the Unitholders holdingCommon Units, Class B Units or Subordinated Units, the excess of (i) the NetPositive Adjustments of the Unitholders holding Common Units, Class B Units orSubordinated Units as of the end of such period over (ii) the sum of thoseMembers’ Share of Additional Book Basis Derivative Items for each prior taxableperiod.

“*Share of Additional Book Basis Derivative Items*”means in connection with any allocation of Additional Book Basis DerivativeItems for any taxable period, with respect to the Unitholders holding CommonUnits, Class B Units or Subordinated Units, the amount that bears the sameratio to such Additional Book Basis Derivative Items as the Unitholders’

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Remaining NetPositive Adjustments as of the end of such period bears to the AggregateRemaining Net Positive Adjustments as of that time.

“*Unit*” means a Company Security that isdesignated as a “Unit” and shall include Common Units, Class B Units andSubordinated Units.

“*Unit Majority*” means, during theSubordination Period, at least a majority of the Outstanding Common Unitsvoting as a class, and at least a majority of the Outstanding SubordinatedUnits voting as a class, and after the Subordination Period, at least amajority of the Outstanding Common Units.

2.             Section 1.1 is hereby amended by amending and restatingthe final sentence to the definition of “Common Unit”:

“The term “Common Unit”does not refer to a Subordinated Unit or a Class B Unit prior to its conversioninto a Common Unit pursuant to the terms hereof.”

3.             Section 1.1 ishereby amended by adding the following final proviso to the definition of“Outstanding”:

“*provided, further*, that for purposes ofthe foregoing, the Class B Units shall be deemed to be of the same class ofCompany Securities as the Common Units.”

4.             Section 5.10(a) ishereby amended to read in its entirety:

“Subject toSections 5.10(d), 6.6 and 6.8 (dealing with adjustments of distributionlevels), the Company may make a Pro Rata distribution of Company Securities toall Record Holders or may effect a subdivision or combination of CompanySecurities so long as, after any such event, each Member shall have the samePercentage Interest in the Company as before such event, and any amountscalculated on a per Unit basis (including any Common Unit Arrearage orCumulative Common Unit Arrearage or Class B Unit Arrearage or Cumulative ClassB Unit Arrearage) or stated as a number of Units (including the number ofCommon Units into which Subordinated Units may convert prior to the end of theSubordination Period, the number of Common Units into which Class B Units mayconvert and the number of additional Parity Units that may be issued pursuantto Section 5.7 without a Unitholder vote) are proportionately adjustedretroactive to the date of formation of the Company.”

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5.             Article V is herebyamended to add a new Section 5.12 creating a new series of Units as follows:

Section 5.12  *Establishment of Class B Units*.

(a)           *General*.  TheBoard hereby designates and creates a series of Units to be designatedas “Class B Units” and consisting of a total of 4,830,756 Class B Units, andfixes the designations, preferences and relative, participating, optional orother special rights, powers and duties of holders of the Class B Units as setforth in this Section 5.12.

(b)           *Allocations*.Subject to the provisions of Section 6.1(d)(iii), all allocations of itemsof Company income, gain, loss, deduction and credit under Section 6.1 (a)and Section 6.1(b) shall be allocated to the Class B Units on a basis that ispro rata with the Common Units, so that the amount thereof allocated to eachCommon Unit will equal the amount thereof allocated to each Class B Unit;

(c)           *Distributions*.  Each Class B Unit shall have the right toshare in partnership distributions on a pro rata basis with the Common Units,with the amount of any distributions on such Class B Unit equaling 110% of thequarterly cash distribution amount payable on the Common Units;

(d)           *Capital Accounts*.  Notwithstanding Section 5.5, the CapitalAccount of each of the Class B Units as of the date of this Amendment shallequal $29.37.

(e)           *Vote of Common Unitholders*.            Except as provided in this Section 5.12, theClass B Units are not convertible into Common Units.  The Board shall, as promptly as practicablefollowing the issuance of the Class B Units, but in any event not later than180 days from the issuance of the Class B Units, take such actions as may benecessary or appropriate to submit to a vote or consent of the holders of theCommon Units the approval of a change in the terms of the Class B Units toprovide that each Class B Unit will automatically convert into one Common Uniteffective upon such approval by the Unitholders of the issuance of additionalCommon Units upon such automatic conversion. The vote or consent required for such approval will be the requisitevote required under the Limited Liability Company Agreement and under the rulesor staff interpretations of the National Securities Exchange on which theCommon Units are listed or admitted for trading for the listing or admission totrading of the Common Units that would be issued upon any such conversion.  Upon receipt of

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such approval andcompliance with Section 5.12(g), the terms of the Class B Units will bechanged, automatically and without further action, so that each Class B Unit isconverted into one Common Unit and immediately thereafter, none of the Class BUnits shall be Outstanding.

(f)            *Change in Rules of NationalSecurities Exchange*.  If at any time (i) the rules of the NationalSecurities Exchange on which the Common Units are listed or admitted to tradingor the staff interpretations of such rules are changed or (ii) facts orcircumstances arise so that no vote or consent of Unitholders is required as acondition to the listing or admission to trading of the Common Units that wouldbe issued upon any conversion of any Class B Units into Common Units asprovided in Section 5.12(e), the terms of such Class B Units will be changed sothat each Class B Unit is converted (without further action or any vote of anyUnitholders other than compliance with Section 5.12(g))  into one Common Unit and immediatelythereafter, none of the Class B Units shall be Outstanding.

(g)           *Surrenderof Certificates. *Upon receiptof the approval of the holders of the Common Units**to convert the Class B Units into Common Units inaccordance with Section 5.12(e), a change in rules of the National SecuritiesExchange or a change in facts and circumstances as described in Section5.12(f), the Board shall give the holders of the Class B Units prompt notice ofsuch approval or change and, subject to the requirements of Section 6.7(b),each holder of Class B Units shall promptly surrender the Class B UnitCertificates therefor, duly endorsed, at the office of the Company or of anytransfer agent for the Class B Units.  Inthe case of any such conversion, the Company shall, as soon as practicablethereafter, issue and deliver at such office to such holder of Class B Unitsone or more Common Unit Certificates, registered in the name of such holder,for the number of Common Units to which he shall be entitled as aforesaid.  Such conversion shall be deemed to have beenmade as of the date of the event specified in Section 5.12(e) or Section5.12(f), as the case may be, and the Person entitled to receive the CommonUnits issuable upon such conversion shall be treated for all purposes as therecord holder of such Common Units on said date.

(h)           *VotingRights. *The Class B Units arenon-voting, except that the Class B Units shall be entitled to vote as aseparate class on any matter that adversely affects the rights or preferencesof the Class B Units in relation to other classes of Interests or as requiredby Law.  The approval of a majority ofthe Class B Units

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shall be requiredto approve any matter for which the holders of the Class B Units are entitledto vote.

6.             Section 6.1(c) ishereby amended to add a new Section 6.1(c)(i)(C) as follows:

(C)          Third, to all Unitholders holdingClass B Units, Pro Rata, until the Capital Account in respect of each Class BUnit then Outstanding is equal to the sum of (i) its Unrecovered Capital, (2)110% of the Unpaid MQD and (3) any then existing Cumulative Class B UnitArrearage.

7.             Section6.1(c)(i)(C) is hereby redesignated as Section 6.1(c)(i)(D).

8.             Section6.1(c)(i)(D) is hereby redesignated as Section 6.1(c)(i)(E).

9.             Section 6.1(c) ishereby amended to add a new Section 6.1(c)(ii)(B) as follows:

(B)          Second, to the Unitholders holdingClass B Units, Pro Rata, until the Capital Account in respect to each Class BUnit then Outstanding has been reduced to zero;

10.          Section 6.1(c)(ii)(B)is hereby redesignated as Section 6.1(c)(ii)(C) and Section 6.1(c)(ii)(C) ishereby redesignated as Section 6.1(c)(ii)(D).

B.            Agreement in Effect.  Except as hereby amended, the LimitedLiability Company Agreement shall remain in full force and effect.

C.            Applicable Law.  This Amendment shall be construed inaccordance with and governed by the laws of the State of Delaware, withoutregard to principles of conflicts of laws.

D.            Invalidity of Provisions.  If any provisions of this Amendment is orbecomes invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot be effected thereby.

IN WITNESS WHEREOF, thisAmendment has been executed as of the date first written above.
| ** ** | **COPANO ENERGY, L.L.C.** |
|------------|---------------------------|
| ** ** | ** **                |
|       |                      |   |
|       | By:                       |   |
|       |                      | John R. Eckel, Jr. |
|       |                      | Chairman of the Board and  Chief Executive Officer |

 

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