**Exhibit 3.2****RESTATED BYLAWS****OF****THE HOUSTON EXPLORATION COMPANY****Effective April 28, 2006**PREAMBLE     These Bylaws are subject to, and governed by, the General Corporation Law of the State ofDelaware (“*DGCL*”) and the Certificate of Incorporation of the Corporation, as amended (the“*Certificate of Incorporation**”*, such term to include the resolutions of the Board ofDirectors of the Corporation creating any series of preferred stock, par value $0.01 per share, ofthe Corporation). In the event of a direct conflict between the provisions of these Bylaws and themandatory provisions of the DGCL or the provisions of the Certificate of Incorporation, suchprovisions of the DGCL and the Certificate of Incorporation, as the case may be, will becontrolling.ARTICLE IOffices and Records     Section 1.1. Registered Office and Agent. The registered office and registered agentof the Corporation shall be as designated from time to time by the appropriate filing by theCorporation in the office of the Secretary of State of the State of Delaware.     Section 1.2. Other Offices. The Corporation may also have offices at such otherplaces, both within and without the State of Delaware, as the Board of Directors of the Corporation(the “*Board of Directors*”) may from time to time determine or the business of theCorporation may require.     Section 1.3. Books and Records. The books and records of the Corporation may be keptat the Corporation’s principal office in Houston, Texas or at such other locations outside theState of Delaware as may from time to time be designated by the Board of Directors.ARTICLE IIMeetings of Stockholders     Section 2.1. Annual Meetings. An annual meeting of the Corporation’s stockholders(the “*Stockholders*”) shall be held each calendar year for the purposes of (i) electingdirectors as provided in Article III and (ii) transacting such other business as may properly bebrought before the
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meeting. Each annual meeting shall be held on such date (no later than 13 months after the date of thelast annual meeting of Stockholders) and at such time as shall be designated by the Board ofDirectors and stated in the notice or waivers of notice of such meeting.     Section 2.2. Special Meetings. Special meetings of the Stockholders, for anypurpose or purposes, may be called at any time by the Chairman of the Board (if any) or the ChiefExecutive Officer and shall be called by the Secretary at the written request, or by resolutionadopted by the affirmative vote, of a majority of the total number of directors which theCorporation would have if there were no vacancies (the “*Whole Board*”) which request orresolution shall fix the date, time and place, and state the purpose or purposes of the proposedmeeting. Except as provided by applicable law, these Bylaws or the Certificate of Incorporation,Stockholders shall not be entitled to call a special meeting of Stockholders or to require theBoard of Directors or any officer to call such a meeting or to propose business at such a meeting.Business transacted at any special meeting of Stockholders shall be limited to the purposes statedin the notice or waivers of notice of such meeting.     Section 2.3. Place of Meetings. The Board of Directors may designate the place ofmeeting (either within or without the State of Delaware) for any meeting of Stockholders. If nodesignation is made by the Board of Directors, the place of meeting shall be held at the principalexecutive office of the Corporation.     Section 2.4. Notice of Meetings. (a) Written notice of each meeting ofStockholders shall be delivered to each Stockholder of record entitled to vote thereat, whichnotice shall (i) state the place, date and time of the meeting and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called and (ii) be given not less than 10nor more than 60 days before the date of the meeting (except as otherwise required by the DGCL).     (b) Each notice of a meeting of Stockholders shall be given as provided in Section 9.1.     (c) If notice of two consecutive annual meetings, and of any meetings of Stockholders duringthe period between such two consecutive annual meetings, addressed to a Stockholder at the addressof such Stockholder appearing on the books of a Corporation is returned to the Corporation by theUnited States Postal Service marked to indicate that the United States Postal Service is unable todeliver the notice to the Stockholder at such address, all further notices to such Stockholder atsuch address shall be deemed to have been duly given without further mailing if the same shall beavailable to such Stockholder upon written demand of such Stockholder at the principal executiveoffice of the Corporation for a period of one year from the date of the giving of such notice.     (d) Any previously scheduled meeting of the Stockholders may be postponed by resolution of theBoard of Directors upon public notice given prior to the time previously scheduled for suchmeeting.     Section 2.5. Voting List. At least 10 days before each meeting of Stockholders, theSecretary or other officer or agent of the Corporation who has charge of the Corporation’s stockledger shall prepare a complete list of the Stockholders entitled to vote at such meeting, arrangedin alphabetical order and showing, with respect to each Stockholder, his address and the number ofshares registered in his name. Such list shall be open to the examination of any Stockholder, forany
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purpose germane to the meeting, during ordinary business hours, for a period of at least 10days prior to the meeting, at the principal place of business of the Corporation. The list shallalso be produced and kept open at the time and place of the meeting during the whole time thereof,and may be inspected by any Stockholder who is present. The stock ledger of the Corporation shallbe the only evidence as to who are the Stockholders entitled to examine any list required by thisSection 2.5 or to vote at any meeting of Stockholders.     Section 2.6. Quorum and Adjournment. The holders of a majority of the voting power ofthe outstanding shares of the Corporation entitled to vote generally in the election of directors(the “*Voting Stock*”), present in person or by proxy, shall constitute a quorum at anymeeting of Stockholders, except as otherwise provided by applicable law, the Certificate ofIncorporation or these Bylaws. If a quorum is present at any meeting of Stockholders, such quorumshall not be broken by the withdrawal of enough Stockholders to leave less than a quorum and theremaining Stockholders may continue to transact business until adjournment. If a quorum shall notbe present at any meeting of Stockholders, the holders of a majority of the voting stockrepresented at such meeting or, if no Stockholder entitled to vote is present at such meeting, anyofficer of the Corporation may adjourn such meeting from time to time until a quorum shall bepresent. Notwithstanding anything in these Bylaws to the contrary, the chairman of any meeting ofStockholders shall have the right, acting in his sole discretion, to adjourn such meeting from timeto time.     Section 2.7. Adjourned Meetings*.*When a meeting of Stockholders is adjourned toanother time or place, unless otherwise provided by these Bylaws, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken; *provided, however*, if an adjournment is for more than 30 days or if after anadjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meetingshall be given to each Stockholder entitled to vote thereat. At any adjourned meeting at which aquorum shall be present in person or by proxy, the Stockholders entitled to vote thereat maytransact any business which might have been transacted at the meeting as originally noticed.     Section 2.8. Voting. Election of directors at all meetings of Stockholders at whichdirectors are to be elected shall be by written ballot and, except as otherwise provided in theCertificate of Incorporation, a plurality of the votes cast thereat shall elect. Except asotherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, all mattersother than the election of directors submitted to the Stockholders at any meeting shall be decidedby a majority of the votes cast with respect thereto. Except as otherwise provided in theCertificate of Incorporation or by applicable law, (i) no Stockholder shall have any right ofcumulative voting and (ii) each outstanding share, regardless of class, shall be entitled to onevote on each matter submitted to a vote at a meeting of Stockholders.     Section 2.9. Proxies. (a) At any meeting of Stockholders, each Stockholder havingthe right to vote thereat may be represented and vote either in person or by proxy executed inwriting by such Stockholder or by his duly authorized attorney-in-fact. Each such proxy shall befiled with the Secretary of the Corporation at or before the beginning of each meeting at whichsuch proxy is to be voted. Unless otherwise provided therein, no proxy shall be valid after threeyears from the date of its execution. Each proxy shall be revocable unless expressly providedtherein to be irrevocable and
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coupled with an interest sufficient in law to support an irrevocable power or unless otherwisemade irrevocable by applicable law.     (b) A proxy shall be deemed signed if the Stockholder’s name is placed on the proxy (whetherby manual signature, telegraphic transmission or otherwise) by the Stockholder or hisattorney-in-fact. In the event any proxy shall designate two or more persons to act as proxies, amajority of such persons present at the meeting (or, if only one shall be present, then that one)shall have and may exercise all the powers conferred by the proxy upon all the persons sodesignated unless the proxy shall otherwise provide.     (c) Except as otherwise provided by applicable law, by the Certificate of Incorporation or bythese Bylaws, the Board of Directors may, in advance of any meeting of Stockholders, prescribeadditional regulations concerning the manner of execution and filing of proxies (and the validationof same) which may be voted at such meeting.     Section 2.10. Record Date. For the purpose of determining the Stockholders entitledto notice of or to vote at any meeting of Stockholders (or any adjournment thereof) or to receivepayment of any dividend or other distribution or allotment of any rights or to exercise any rightsin respect of any change, conversion or exchange of stock or for the purpose of any other lawfulaction, the Board of Directors may fix a record date, which record date shall not precede the dateon which the resolution fixing the record date is adopted by the Board of Directors or be more than60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any otheraction. If no record date is fixed, (i) the record date for determining Stockholders entitled tonotice of or to vote at a meeting of Stockholders shall be at the close of business on the day nextpreceding the day on which notice is given or, if notice is waived, at the close of business on theday next preceding the day on which the meeting is held and (ii) the record date for determiningStockholders for any other purpose shall be at the close of business on the day on which the Boardof Directors adopts the resolution relating thereto. A determination of Stockholders of recordentitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of themeeting; *provided, however*, that the Board of Directors may fix a new record date for the adjournedmeeting.     Section 2.11. Conduct of Meetings; Agenda. (a) Meetings of the Stockholders shallbe presided over by the officer of the Corporation whose duties under these Bylaws require him todo so; *provided, however*, if no such officer of the Corporation shall be present at any meeting ofStockholders, such meeting shall be presided over by a chairman to be chosen by a majority of theStockholders entitled to vote at the meeting who are present in person or by proxy. At eachmeeting of Stockholders, the officer of the Corporation whose duties under these Bylaws require himto do so shall act as secretary of the meeting; *provided, however*, if no such officer of theCorporation shall be present at any meeting of Stockholders, the chairman of such meeting shallappoint a secretary. The order of business at each meeting of Stockholders shall be as determinedby the chairman of the meeting, including such regulation of the manner of voting and the conductof discussion as seems to him in order.     (b) The Board of Directors may, in advance of any meeting of Stockholders, adopt an agenda forsuch meeting, adherence to which the chairman of the meeting may enforce.
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     Section 2.12. Inspectors of Election; Opening and Closing of Polls. (a) Before anymeeting of Stockholders, the Board of Directors may, and if required by law shall, appoint one ormore persons to act as inspectors of election at such meeting or any adjournment thereof. If anyperson appointed as inspector fails to appear or fails or refuses to act, the chairman of themeeting may, and if required by law or requested by any Stockholder entitled to vote or his proxyshall, appoint a substitute inspector. If no inspectors are appointed by the Board of Directors,the chairman of the meeting may, and if required by law or requested by any Stockholder entitled tovote or his proxy shall, appoint one or more inspectors at the meeting. Notwithstanding theforegoing, inspectors shall be appointed consistent with the mandatory provisions of Section 231 ofthe DGCL.     (b) Inspectors may include individuals who serve the Corporation in other capacities(including as officers, employees, agents or representatives); *provided, however*, that no directoror candidate for the office of director shall act as an inspector. Inspectors need not beStockholders.     (c) The inspectors shall (i) determine the number of shares of capital stock of theCorporation outstanding and the voting power of each, the number of shares represented at themeeting, the existence of a quorum and the validity and effect of proxies and (ii) receive votes orballots, hear and determine all challenges and questions arising in connection with the right tovote, count and tabulate all votes and ballots, determine the results and do such acts as areproper to conduct the election or vote with fairness to all Stockholders. On request of thechairman of the meeting, the inspectors shall make a report in writing of any challenge, request ormatter determined by them and shall execute a certificate of any fact found by them. Theinspectors shall have such other duties as may be prescribed by Section 231 of the DGCL.     (d) The chairman of the meeting may, and if required by the DGCL shall, fix and announce atthe meeting the date and time of the opening and the closing of the polls for each matter uponwhich the Stockholders will vote at the meeting.     Section 2.13. Procedures for Bringing Business before Annual Meetings. (a)Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at anannual meeting of Stockholders except in accordance with the procedures hereinafter set forth inthis Section 2.13; *provided, however*, that nothing in this Section 2.13 shall be deemed to precludediscussion by any Stockholder of any business properly brought before any annual meeting ofStockholders in accordance with such procedures.     (b) At any annual meeting of Stockholders, only such business shall be conducted as shall havebeen properly brought before the meeting. To be properly brought before an annual meeting,business must be (i) specified in the notice of meeting (or any supplement thereto) given by or atthe direction of the Board of Directors, (ii) otherwise properly brought before the meeting by orat the direction of the Board of Directors or (iii) properly brought before the meeting by aStockholder. In addition to any other applicable requirements, for business to be properly broughtbefore an annual meeting by a Stockholder, the Stockholder must have given timely notice thereof inwriting to the Secretary. Commencing with the annual meeting of stockholders to be held in 2007,to be timely, a Stockholder’s notice must be delivered to or mailed and received at the principalexecutive office of the Corporation not less than 60 days nor more than 90 days in advance of thefirst anniversary of the date of the Corporation’s proxy statement released to Stockholders inconnection with the previous year’s annual meeting of Stockholders; *provided, however*, that if no
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annualmeeting was held in the previous year or the date of the annual meeting of Stockholders hasbeen changed by more than 30 calendar days from the date contemplated at the time of the previousyear’s proxy statement, the notice must be received by the Corporation not later than the close ofbusiness on the later of (i) the 90th day prior to such annual meeting or (ii) the10th day following the date on which public announcement of the date of such meeting isfirst made. Any meeting of Stockholders which is adjourned and will reconvene within 30 days afterthe meeting date as originally noticed shall, for purposes of any Stockholder’s notice contemplatedby this paragraph (b), be deemed to be a continuation of the original meeting, and no business maybe brought before such adjourned meeting by any Stockholder unless timely notice of such businesswas given to the Secretary of the Corporation for the meeting as originally noticed.     (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth,as to each matter the Stockholder proposes to bring before the annual meeting, (i) the nature ofthe proposed business with reasonable particularity, including the exact text of any proposal to bepresented for adoption and any supporting statement, which proposal and supporting statement shallnot in the aggregate exceed 500 words, and his reasons for conducting such business at the annualmeeting, (ii) any material interest of the Stockholder in such business, (iii) the name, principaloccupation and record address of the Stockholder, (iv) the class and number of shares of theCorporation which are held of record or beneficially owned by the Stockholder, (v) the dates uponwhich the Stockholder acquired such shares of stock and documentary support for any claims ofbeneficial ownership and (vi) such other matters as may be required by the Certificate ofIncorporation.     (d) The foregoing right of a Stockholder to propose business for consideration at an annualmeeting of Stockholders shall be subject to such conditions, restrictions and limitations as may beimposed by the Certificate of Incorporation. Nothing in this Section 2.13 shall entitle anyStockholder to propose business for consideration at any special meeting of Stockholders.     (e) The chairman of any meeting of Stockholders shall determine whether business has beenproperly brought before the meeting and, if the facts so warrant, may refuse to transact anybusiness at such meeting which has not been properly brought before the meeting.     (f) Notwithstanding any other provision of these Bylaws, the Corporation shall be under noobligation to include any Stockholder proposal in its proxy statement or otherwise present any suchproposal to Stockholders at a meeting of Stockholders if the Board of Directors reasonably believesthat the proponents thereof have not complied with Sections 13 and 14 of the Securities ExchangeAct of 1934, as amended (the “*Exchange Act*”), and the rules and regulations promulgatedthereunder, and the Corporation shall not be required to include in its proxy statement toStockholders any Stockholder proposal not required to be included in its proxy statement toStockholders in accordance with the Exchange Act and such rules or regulations.     (g) Nothing in this Section 2.13 shall be deemed to affect any rights of Stockholders torequest inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of theExchange Act.     (h) Reference is made to Section 3.4 for procedures relating to the nomination of any personfor election or reelection as a director of the Corporation.
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     Section 2.14. Action without Meeting. No action shall be taken by Stockholders exceptat a meeting of Stockholders. Stockholders may not act by written consent in lieu of a meeting.ARTICLE IIIBoard of Directors — Powers, Number, Classification,