<PAGE>





                      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
























                                      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




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          carrying on of such business or any branch thereof.

               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,




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          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
          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").




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          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:

                                         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





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          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 (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.





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     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 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.





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     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 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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