RESTATED CERTIFICATE OF INCORPORATION OF
                                 HONDO OIL & GAS COMPANY


       Hondo Oil & Gas Company, a corporation organized and existing under the
       laws of the State of Delaware, hereby certifies as follows:

       1.   The name of corporation is Hondo Oil & Gas Company and the name
            under which the corporation was originally incorporated is Pauley
            Petroleum Inc.  The date of filing of its original Certificate of
            Incorporation was June 2, 1958.

       2.   This Restated Certificate of Incorporation only restates and
            integrates and does not further amend the provisions of the
            Certificate of Incorporation of this corporation as heretofore
            amended or supplemented; there is no discrepancy between those
            provisions and the provisions of this Restated Certificate of
            Incorporation.  The restatement of the articles of incorporation
            does not contain an amendment of the articles of incorporation that
            requires shareholder approval.

       3.   The text of the Certificate of Incorporation as amended or
            supplemented heretofore is hereby restated, without further
            amendments or changes, to read as set forth in Exhibit A hereto.

       4.   This Restated Certificate of Incorporation was duly adopted by the
            Board of Directors of the corporation in accordance with Section
            245 of the Delaware General Corporation Law.

       Dated: November 10, 1994      Hondo Oil & Gas Company

                                     By:/s/ John J. Hoey
                                        --------------------------
                                          John J. Hoey
                                          President and Chief Executive Officer


                                     By:/s/ C.B. McDaniel
                                        ---------------------------
                                          C.B. McDaniel
                                          Secretary




















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                                        Exhibit A

                                         RESTATED

                               CERTIFICATE OF INCORPORATION

                                            OF

                                 HONDO OIL & GAS COMPANY


       FIRST:  The name of the corporation is Hondo Oil & Gas Company.

       SECOND:  Its principal office in the State of Delaware is located at
       Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
       19801.  The name and address of its resident agent is The Corporation
       Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
       Delaware 19801.

       THIRD:  The nature of the business, or objects or purposes to be
       transacted, promoted or carried on are:

                 To purchase, or otherwise acquire or invest in, own, mortgage,
            pledge, sell, assign, transfer, or otherwise dispose of, in whole
            or in part, oil, gas and mineral leases; oil, gas and mineral
            concessions, rights or interests granted or created by any
            government or any subdivision thereof; oil, gas and mineral rights;
            any interest of any type in any of the foregoing, including
            expressly interests known as oil payments, gas payments and
            production payments; fee lands; mineral interests in lands; mining
            claims; applications or options to acquire oil, gas or mineral
            leases, concessions or rights; royalty interests; overriding
            royalty interests; net profits interests and any other interest in
            lands or any rights or interests created by contract or otherwise
            which entitle the owner or owners thereof to participate in any way
            in, or obtain any advantage from, the production or sale of oil,
            gas or other minerals.

                 To operate, maintain, improve and develop oil, gas or other
            mineral properties, to explore for oil, gas or other minerals by
            any means, including the drilling of wells for such purposes, and
            to purchase and sell oil, gas or other minerals and all products
            and by-products thereof.

                 To enter into, maintain, operate or carry on in any or all of
            its branches the business of exploring for, producing, developing,
            mining, processing, refining, treating, handling, marketing or
            dealing in, petroleum, oil, natural gas, asphalt, bituminous rock
            and any and all other mineral and hydrocarbon substances, and any
            and all products or by-products which may be derived from such
            substances, or any of them; and for all or any of such purposes to
            acquire, own, lease, operate or otherwise deal in or with oil or
            gas wells, tanks, storage facilities, gathering systems, pipelines,
            processing plants, mines, refineries, smelters, crushers, mills,
            wharves, watercraft, aircraft, tank cars, communication systems,
            machinery, equipment and any and all other kinds and types of real
            or personal property that may in anywise be deemed necessary,
            convenient or advisable in connection with the carrying on of such
            business or any branch thereof.


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                 To acquire, own, store, transport, buy and sell salt brine and
            other mineral solutions and sand and clay for the manufacture and
            sale of clay products.

                 To buy, exchange, contract for, lease, and in any and all
            other ways, acquire, take, hold and own, and to deal in, sell,
            mortgage, lease or otherwise dispose of real property, and rights
            and interests in and to real property, and to manage, operate,
            maintain, improve, and develop the same.

                 To manufacture, purchase or otherwise acquire, invest in, own,
            mortgage, pledge, sell, assign and transfer or otherwise dispose
            of, trade, deal in and deal with machinery, equipment, pipe,
            appliances, building materials, goods, wares and merchandise and
            personal property of every class and description.

                 To acquire, and pay for in cash, stock, or bonds of the
            corporation or otherwise, the good will, rights, assets and
            property, and to undertake or assume the whole or any part of the
            obligations or liabilities, of any person, firm, association or
            corporation.

                 To acquire, hold, use, sell, assign, lease, grant licenses in
            respect of, mortgage or otherwise dispose of letters patent of the
            United States or any foreign country, patent rights, licenses and
            privileges, inventions, improvements and processes, copyrights,
            trademarks and trade-names, relating to or useful in connection
            with any business of this corporation.

                 To acquire by purchase, subscription or otherwise, and to
            receive, hold, own, guarantee, sell, assign, exchange, transfer,
            mortgage, pledge or otherwise dispose of or deal in or with any of
            the shares of capital stock, or any voting trust certificates in
            respect of shares of capital stock, or any scrip, warrants, rights,
            bonds, debentures, notes, trust receipts, obligations, evidences of
            indebtedness or interest or other securities or choses in action,
            issued or created by any corporations, joint stock companies,
            syndicates, associations, firms, trusts or persons, public or
            private, or by the government of the United States of America, or
            by any foreign government, or by any state, territory, province,
            municipality or other political subdivision or by any governmental
            agency, and as owner thereof to possess and exercise all the
            rights, powers and privileges of ownership, including the right to
            execute consents and vote thereon, and to do any and all acts and
            things necessary or advisable for the preservation, protection,
            improvement and enhancement in value thereof.

                 To enter into, make and perform contracts of every kind and
            description with any person, firm, association, corporation,
            municipality, county, state, body politic or government or colony
            or dependency thereof.

                 To borrow or raise moneys for any of the purposes of the
            corporation and, from time to time, without limit as to amount, to
            draw, make, accept, endorse, execute and issue promissory notes,
            drafts, bills of exchange, warrants, bonds, debentures and other
            negotiable or non-negotiable instruments and evidences of
            indebtedness, and to secure the payment of any thereof and of the


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            interest thereon by mortgage upon or pledge, conveyance or
            assignment in trust of the whole or any part of the property of the
            corporation, whether at the time owned or thereafter acquired, or
            by assignment of the proceeds, applicable to the corporation's
            interest, in any and all oil, gas and other hydrocarbons or
            minerals produced from any properties in which the corporation may
            own any interest, or by assignment of any moneys owing or to be
            owing to the corporation, or otherwise and to sell, pledge or
            otherwise dispose of such bonds or other obligations of the
            corporation for its corporate purposes.

                 To buy, sell or otherwise deal in notes, open accounts, and
            other similar evidences of debt, or to loan money and take notes,
            open accounts, and other similar evidences of debt as collateral
            security therefor.

                 To purchase, hold, sell and transfer the shares of its own
            capital stock; provided it shall not use its funds or property for
            the purchase of its own shares of capital stock when such use would
            cause any impairment of its capital except as otherwise permitted
            by law, and provided further that shares of its own capital stock
            belonging to it shall not be voted upon directly or indirectly.

                 To have one or more offices, to carry on all or any of its
            operations and business and, without restriction or limit as to
            amount, to purchase or otherwise acquire, hold, own, mortgage,
            sell, convey or otherwise dispose of real and personal property of
            every class and description in any of the States, Districts,
            Territories or Colonies of the United States, and in any and all
            foreign countries, subject to the laws of such State, District,
            Territory, Colony or Country.

                 In general, to carry on any other business in connection with
            the foregoing, and to have and exercise all the powers conferred by
            the laws of Delaware upon corporations formed under the act
            hereinafter referred to, and to do any or all of the things
            hereinbefore set forth to the same extent as natural persons might
            or could do; provided, however, that nothing herein contained shall
            be deemed to authorize this corporation to carry on within the
            State of Delaware any public utility business.

                 The objects and purposes specified in the foregoing clauses
            shall, except where otherwise expressed, be in nowise limited or
            restricted by reference to, or inference from, the terms of any
            other clause in this certificate of incorporation, but the objects
            and purposes specified in each of the foregoing clauses of this
            article shall be regarded as independent objects and purposes.

       FOURTH:  The total number of shares of all classes of stock which the
       corporation shall have authority to issue is forty million (40,000,000)
       shares, divided into ten million (10,000,000) shares of Preferred Stock,
       of the par value of one dollar ($1.00) per share (herein called
       "Preferred Stock"), and thirty million (30,000,000) shares of Common
       Stock, of the par value of one dollar per share (herein called "Common
       Stock").

            The following is a statement of the designations and the powers,
       preferences and rights, and the qualifications, limitations or
       restrictions thereof, of the classes of stock of the corporation:


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                                            I.

                 1.  The Preferred Stock may be issued in one or more series.
            The designations, powers, preferences and relative, participating,
            optional, and other special rights, and the qualifications,
            limitations and restrictions thereof, of the Preferred Stock of
            each series shall be such as are stated and expressed herein and to
            the extent not stated and expressed herein, shall be such as may be
            fixed by the Board of Directors (authority so to do being hereby
            expressly granted) and stated and expressed in a resolution or
            resolutions adopted by the Board of Directors providing for the
            issue of Preferred Stock of such series.  Such resolution or
            resolutions shall (a) specify the series to which such Preferred
            Stock shall belong, (b) fix the dividend rate therefor, (c) fix the
            amount which the holders of the Preferred Stock of such series
            shall be entitled to be paid in the event of a voluntary or
            involuntary liquidation, dissolution or winding up of the
            corporation, (d) state whether or not the Preferred Stock of such
            series shall be redeemable and at what times and under what
            conditions and the amount or amounts payable thereon in the event
            of redemption; and may, in a manner not inconsistent with the
            provisions of this Article Fourth, (i) limit the number of shares
            of such series which may be issued, (ii) provide for a sinking fund
            for the purchase or redemption or a purchase fund for the purchase
            of shares of such series and the terms and provisions governing the
            operation of any such fund and the status as to reissuance of
            shares of Preferred Stock purchased or otherwise re-acquired or
            redeemed or retired through the operation thereof, (iii) grant
            voting rights to the holders of shares of such series, (iv) impose
            conditions or restrictions upon the creation of indebtedness of the
            corporation or upon the issue of additional Preferred Stock or
            other capital stock ranking equally therewith or prior thereto as
            to dividends or distributions of assets on liquidation, (v) impose
            conditions or restrictions upon the payment of dividends upon, or
            the making of other distributions to, or the redemption, purchase
            or acquisition of shares of capital stock ranking junior to the
            Preferred Stock as to dividends or distribution of assets upon
            liquidation (referred to in this Article Fourth as "junior stock"),
            (vi) grant to the holders of the Preferred Stock of such series the
            right to convert such stock into other shares of the corporation,
            and (vii) grant such other special rights to the holders of shares
            of such series as the directors may determine.  The term "fixed for
            such series" and similar terms shall mean stated and expressed in
            this Article Fourth or in a resolution or resolutions adopted by
            the Board of Directors providing for the issue of Preferred Stock
            of the series referred to.

                 2.  The holders of the Preferred Stock of the respective
            series shall be entitled to receive, when and as declared by the
            Board of Directors, out of any funds legally available therefor,
            cumulative preferential dividends in cash, at the rate per annum
            fixed for such series, and no more, payable quarter-yearly on the
            first days of February, May, August and November to stockholders of
            record on a date, not exceeding fifty days preceding each such
            dividend payment date fixed for the purpose by the Board of
            Directors in advance of payment of each particular dividend.
            Dividends on shares of the Preferred Stock shall accrue from the
            dividend payment date immediately preceding the date of issuance


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            (unless the date of issuance shall be a dividend payment date, in
            which case they shall accrue from that date), or from such other
            date or dates as may be fixed by the Board of Directors for any
            series, and shall be cumulative.

                 3.  Except as by law expressly provided and except as may be
            provided for any series of Preferred Stock by the resolution of the
            Board of Directors providing for the issuance thereof as herein
            permitted, the Preferred Stock shall have no right or power to vote
            on any question or in any proceeding or to be represented at or to
            receive notice of any meeting of stockholders.

                 4.  Preferred Stock redeemed or otherwise retired by the
            corporation shall assume the status of authorized but unissued
            preferred stock and may thereafter, subject to the provisions of
            this Article Fourth and of any restrictions contained in any
            resolution of the Board of Directors providing for the issue of any
            particular series of Preferred Stock, be reissued in the same
            manner as other authorized but unissued Preferred Stock:

                                           II.

                 Subject to and on the conditions set forth in any resolution
            of the Board of Directors providing for the issuance of any
            particular series of Preferred Stock, and not otherwise, such
            dividends (payable in cash, stock or otherwise) as may be
            determined by the Board of Directors may be declared and paid on
            the Common Stock from time to time out of any funds legally
            available therefor.

                 The holders of the Common Stock shall be entitled to one vote
            for each share held at all meetings of the stockholders of the
            corporation.

       FIFTH:  The minimum amount of capital with which the corporation will
       commence business is $1,000.

       SIXTH:  The names and places of residence of the incorporators are as
       follows:

                    Names                     Residences

                 H. K. Webb               Wilmington, Delaware
                 H. C. Broadt             Wilmington, Delaware
                 A. D. Atwell             Wilmington, Delaware


       SEVENTH:  The corporation is to have perpetual existence.

       EIGHTH:  The private property of the stockholders shall not be subject
       to the payment of corporate debts to any extent whatever.

       NINTH:  No holder of stock of the corporation of any class authorized
       hereby or which may hereafter be authorized, or any series of any such
       class, shall as such holder and because of his ownership of such stock
       have any preemptive or other right to purchase or subscribe for any
       shares of stock of the corporation of any class, or of any series of any
       class, or for any notes, debentures, bonds, obligations or instruments
       which the corporation may issue or sell that are convertible into or


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       exchangeable for or entitle the holders thereof to subscribe for or
       purchase any shares of stock of the corporation of any class, or of any
       series of any class.  Any part of the stock of the corporation and any
       part of any notes, debentures, bonds, obligations, or instruments
       convertible into or carrying options or warrants to purchase stock of
       the corporation of any class authorized hereby, or which may hereafter
       be authorized, may at any time be issued, optioned for sale and sold or
       otherwise disposed of pursuant to resolutions of the Board of Directors
       to such persons, upon such terms and conditions and for such lawful
       consideration, as may to the Board of Directors seem proper and
       advisable, without first offering said stock or such other securities,
       or any part thereof, to any holders of stock of the corporation.

       TENTH:  In furtherance and not in limitation of the powers conferred by
       statute, the Board of Directors is expressly authorized:

                 To make, alter or repeal the by-laws of the corporation.

                 To authorize and cause to be executed mortgages and liens upon
            the real and personal property of the corporation.

                 To set apart out of any of the funds of the corporation
            available for dividends a reserve or reserves for any proper
            purpose and to abolish any such reserve in the manner in which it
            was created.

                 By resolution or resolutions passed by a majority of the whole
            Board to designate one or more committees, each committee to
            consist of two or more of the directors of the corporation, which,
            to the extent provided in said resolution or resolutions or in the
            by-laws of the corporation, shall have and may exercise the powers
            of the Board of Directors in the management of the business and
            affairs of the corporation, and may have power to authorize the
            seal of the corporation to be affixed to all papers which may
            require it.  Such committee or committees shall have such name or
            names as may be stated in the by-laws of the corporation or as may
            be determined from time to time by resolution adopted by the Board
            of Directors.

                 When and as authorized by the affirmative vote of the holders
            of a majority of the stock issued and outstanding having voting
            power given at a stockholders' meeting duly called for that
            purpose, or when authorized by the written consent of the holders
            of a majority of the voting stock issued and outstanding, to sell,
            lease or exchange all of the property and assets of the
            corporation, including its good will and its corporate franchises,
            upon such terms and conditions and for such consideration, which
            may be in whole or in part shares of stock in, and/or other
            securities of, any other corporation or corporations, as its Board
            of Directors shall deem expedient and for the best interests of the
            corporation.

       ELEVENTH:  No contract or other transaction between the corporation and
       any other corporation shall be affected or invalidated by the fact that
       any one or more of the directors of this corporation is or are
       interested in or is or are a director or directors or officer or
       officers of such other corporation, and no contract or other transaction
       between the corporation and any other person or firm shall be affected
       or invalidated by the fact that any one or more directors of this


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       corporation is a party to, or are parties to, or interested in, such
       contract or transaction; provided that in each such case the nature and
       extent of the interest of such director or directors in such contract or
       other transaction and/or the fact that such director or directors is or
       are a director or directors or officer or officers of such other
       corporation is disclosed at the meeting of the Board of Directors at
       which such contract or other transaction is authorized.

       TWELFTH:  Whenever a compromise or arrangement is proposed between this
       corporation and its creditors or any class of them and/or between this
       corporation and its stockholders or any class of them, any court of
       equitable jurisdiction within the State of Delaware may, on the
       application in a summary way of this corporation or of any creditors or
       stockholders thereof, or on the application of any receiver or receivers
       appointed for this corporation under the provisions of section 291 of
       Title 8 of the Delaware Code or on the application of trustees in
       dissolution or of any receiver or receivers appointed for this
       corporation under the provisions of section 279 of Title 8 of the
       Delaware Code order a meeting of the creditors or class of creditors,
       and/or of the stockholders or class of stockholders of this corporation,
       as the case may be, to be summoned in such manner as the said court
       directs.  If a majority in number representing three-fourths in value of
       the creditors or class of creditors, and/or of the stockholders or class
       of stockholders of this corporation, as the case may be, agree to any
       compromise or arrangement and to any reorganization of this corporation
       as consequence of such compromise or arrangement, the said compromise or
       arrangement and the said reorganization shall, if sanctioned by the
       court to which the said application has been made, be binding on all the
       creditors or class of creditors, and/or on all the stockholders or class
       of stockholders, of this corporation, as the case may be, and also on
       this corporation.

       THIRTEENTH:  Meetings of stockholders may be held without the State of
       Delaware, if the by-laws so provide.  The books of the corporation may
       be kept (subject to any provision contained in the statutes) outside of
       the State of Delaware at such place or places as may be from time to
       time designated by the Board of Directors or in the by-laws of the
       corporation.

       FOURTEENTH:  The corporation reserves the right to amend, alter, change
       or repeal any provision contained in this certificate of incorporation,
       in the manner now or hereafter prescribed by statute, and all rights
       conferred upon stockholders herein are granted subject to this
       reservation.


       FIFTEENTH:  To the fullest extent permitted by the General Corporation
       Law of the State of Delaware as the same exists or may hereafter be
       amended, a director of the corporation shall not be liable to the
       corporation or its stockholders for monetary damages for breach of
       fiduciary duty as director. Any repeal or modification of this Article
       shall not result in any liability for a director with respect to any
       action or omission occurring prior to such repeal or modification.








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