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                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                         HARKEN OIL & GAS, INCORPORATED

                                  * * * * * * *

                                   ARTICLE ONE

         The name of the corporation is HARKEN OIL & GAS, INCORPORATED.

                                   ARTICLE TWO

         Its registered office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its registered agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington, Delaware.

                                  ARTICLE THREE

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

                  To engage in any lawful act or activity for which corporations
         may be organized under the General Corporation Law of Delaware.

                  To establish, carry on and transact an oil and gas business
         and to mine for, prospect for, drill for, produce, store, buy or in any
         manner acquire, refine, manufacture into its several products, and to
         sell, market, distribute and transport petroleum and its products and
         by-products; to mine for, prospect for, drill for, produce,
         manufacture, store, buy or in any manner acquire, and to market, sell,
         transport and distribute natural gas and/or artificial gas and/or
         liquefied petroleum gas and any by-products and residual products
         thereof and to own, hold, maintain and operate and to sell, exchange,
         lease, encumber or in any manner dispose of works, buildings,
         pipelines, mains, distribution systems, machinery, appliances,
         apparatus, facilities, rights, privileges, franchises, ordinances and
         such real and personal property as may be necessary, useful or
         convenient in the production, acquisition, manufacture, storage,
         transportation, sale and marketing of petroleum, natural gas and
         artificial gas, or any of them, and the products or by-products
         thereof.

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                  To engage in the business of exploring for, mining,
         processing, refining, storing, concentrating, converting, treating,
         preparing for market, manufacturing, developing, buying, selling,
         exchanging and otherwise producing and dealing in all kinds of ores,
         metals and minerals, and the products and by-products thereof of every
         kind and description and by whatever process the same can be or may
         hereafter be produced, and generally without limit as to amount, to
         buy, sell, exchange, lease, acquire and deal in lands, mines and
         mineral rights and claims, and to conduct all business appertaining
         thereto.

                  To establish and maintain a drilling business and to own and
         operate drilling rigs, machinery, tools, and apparatus in the boring or
         otherwise sinking of wells for the production of oil, gas or other
         minerals, or water and the purchase and sale of such goods, wares, and
         merchandise as may be used for such business; to acquire, by purchase
         or otherwise, construct, lease, let, own, hold, sell, convey, equip,
         maintain, operate, and otherwise deal in and with pipelines, cars,
         vessels, tanks, tramways, refineries, processing plants, reduction
         plants, and any and all other conveyances, appliances, and apparatus
         for storing, transporting, distributing, marketing, manufacturing,
         distilling, refining, reducing, preparing, or otherwise dealing in and
         with petroleum, gas, gasoline, asphalt, and any and all other
         materials, ores, products and by-products thereof and mineral
         substances, products and by-products thereof; and to acquire, by
         purchase or otherwise, construct, and lease or let oil field equipment.

                  To purchase, take, receive, lease or otherwise acquire, own,
         hold, use, improve and otherwise deal in and with, sell, convey,
         mortgage, pledge, lease, exchange, transfer and otherwise dispose of
         liens, real estate, real property, production payments, chattels real,
         and estates, interests and rights and equities of all kinds in lands;
         and to engage in the business of managing, supervising and operating
         real property, buildings and structures, to negotiate and consummate
         for itself or for others leases with respect to such properties, to
         enter into contracts and arrangements either as principal or as agent
         for the maintenance, repair and improvement of any property managed,
         supervised or operated by the corporation; to furnish financial,
         management and other services to others; to purchase or otherwise
         acquire, own, use, improve, maintain, sell, lease, or otherwise dispose
         of any articles, materials, machinery, equipment and property used for
         or in connection with the business of the corporation and to engage in
         and conduct or authorize, license and permit others to engage in and
         conduct any business or activity incident, necessary, advisable or
         advantageous to the ownership of property, buildings, and structures
         managed, supervised or operated by the corporation.

                  To build, erect, construct, improve, purchase, lease or
         otherwise acquire, own, hold, let, maintain, establish, provide,
         operate, mortgage or otherwise encumber, sell, convey or otherwise
         dispose of factories, warehouses, agencies, buildings, offices,
         structures, showrooms, repair shops, houses, works, machinery, plants,
         storage houses, garages and other buildings and structures.

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                  To manufacture, purchase or otherwise acquire, invest in, own,
         mortgage, pledge, sell, assign and transfer or otherwise dispose,
         trade, deal in and deal with goods, wares, merchandise and products of
         every class and description.

                  To enter into or become an associate, member, shareholder,
         beneficiary or partner in any firm, association, partnership (whether
         limited, general or otherwise), company, joint stock company,
         syndicate, or corporation, domestic or foreign, formed or to be formed
         to accomplish any of the purposes enumerated herein, and to allow or
         cause the title to, any estate, right or interest in any property
         (whether real, personal or mixed) owned, acquired, controlled or
         operated by or in which the corporation has any interest, to remain or
         be vested or registered in the name of, or operated by, any person,
         firm, association, partnership (whether limited, general or otherwise),
         company, joint stock company, syndicate, or corporation, domestic or
         foreign, formed to accomplish any of the purposes enumerated herein.

                  To borrow money and to make and issue notes, bonds,
         debentures, obligations, evidences of indebtedness of all kinds,
         whether secured by mortgage, pledge or otherwise, without any limit as
         to amount, and to secure the same by mortgage, pledge or otherwise; and
         generally to make and perform agreements and contracts of every kind
         and description.

                  To do all and everything necessary, suitable and proper for
         the accomplishment of any of the purposes, or the attainment of any of
         the objects, or the furtherance of any of the powers hereinbefore set
         forth, either alone or in association with other corporations, firms,
         partnerships, and individuals and to do every other act or acts, thing
         or things incidental or pertinent to or growing out of or connected
         with the aforesaid business or powers or any part or parts thereof;
         provided the same be not inconsistent with the laws under which this
         corporation is organized.

         The foregoing clauses shall be construed both as purposes and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of the
corporation and are in furtherance of and in addition to and not in limitation
of the general powers conferred by the laws of the State of Delaware.

                                  ARTICLE FOUR

         The aggregate number of shares which the corporation shall have
authority to issue is Ten Million (10,000,000) shares, all of which shall be
Common Stock of the par value of One Dollar ($1.00) per share, aggregating Ten
Million Dollars ($10,000,000).

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                                  ARTICLE FIVE

         The minimum amount of capital with which the corporation will commence
business is One Thousand Dollars ($1, 000).

                                   ARTICLE SIX

         The names and mailing addresses of the incorporators are as follows:

     NAME                                     ADDRESS
     ----                                     -------
M. A. Ferrucci                          100 West Tenth Street
                                        Wilmington, Delaware  19801

R. F. Andrews                           100 West Tenth Street
                                        Wilmington, Delaware  19801

W. J. Reif                              100 West Tenth Street
                                        Wilmington, Delaware  19801

         The powers of the incorporators shall cease and terminate upon the
filing of the Certificate of Incorporation in the office of the Secretary of
State of Delaware.

                                  ARTICLE SEVEN

         The corporation is to have perpetual existence.

                                  ARTICLE EIGHT

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

                                  ARTICLE NINE

         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.

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         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 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 the resolution 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 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 noticed 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.

                                   ARTICLE TEN

         Every person who is or was a director, officer or employee of the
Corporation, or of any

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other corporation which serves or served as such at the request of the
Corporation, shall, in accordance with this Article Ten but not if prohibited by
law, be indemnified by the Corporation as hereinafter provided against
reasonable expense and any liability paid or incurred by him in connection with
or resulting from any threatened or actual claim, action, suit or proceeding,
(whether brought by or in the right of the Corporation or such other corporation
or otherwise), civil, criminal, administrative or investigative, in which he may
be involved, as a party or otherwise, by reason of his being or having been a
director, officer or employee of the Corporation or such other corporation,
whether or not he continues to be such at the time such expense or liability
shall have been paid or incurred.

     As used in this Article Ten, the term "expense" shall mean counsel fees and
disbursements and all other expenses (except any liability) relating to any such
claim, action, suit or proceeding, and the term "liability" shall mean amounts
of judgments, fines or penalties against, and amounts paid in settlement by, a
director, officer or employee with respect to any such claim, action, suit, or
proceeding.

     Any person referred to in the first paragraph of this Article Ten who has
been wholly successful, on the merits or otherwise, with respect to any claim,
action, suit or proceeding of the character described in such first paragraph
shall be reimbursed by the Corporation for his reasonable expense.

     Any other person claiming indemnification under the first paragraph of this
Article Ten shall be reimbursed by the Corporation for his reasonable expense
and for any liability (other than any amount paid to the Corporation) if a
Referee shall deliver to the Corporation his written finding that such person
acted, in good faith, in what he reasonably believed to be the best interests of
the Corporation, and in addition with respect to any criminal action or
proceeding,

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reasonably believed that his conduct was lawful. The termination of any claim,
action, suit or proceeding by judgment, settlement (whether with or without
court approval), adverse decision or conviction after trial or upon a plea of
guilty or of nolo contendere or its equivalent, shall not create a presumption
that a director, officer or employee did not meet the foregoing standards of
conduct. The person claiming indemnification shall at the request of the Referee
appear before him and answer questions which the Referee deems relevant and
shall be given ample opportunity to present to the Referee evidence upon which
he relies for indemnification; and the Corporation shall, at the request of the
Referee, make available to the Referee facts, opinions or other evidence in any
way relevant for his finding which are within the possession or control of the
Corporation. As used in this Article Ten, the term "Referee" shall mean
independent legal counsel (who may be regular counsel of the Corporation), or
other disinterested person or persons, selected to act as such hereunder by the
Board of Directors of the Corporation, whether or not a disinterested quorum
exists.

     Any expense incurred with respect to any claim, action, suit or proceeding
of the character described in the first paragraph of this Article Ten may be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking made by or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not to be indemnified under this Article
Ten.

     The rights of indemnification provided in this Article Ten shall be in
addition to any rights to which any such director, officer or employee may
otherwise be entitled by contract or as a matter of law and, in the event of
such person's death, such rights shall extend to his heirs and legal
representatives.

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                                ARTICLE ELEVEN

     No contract, act or transaction of this corporation with any person or
persons, firm, trust or association, or with any other corporation, shall be
affected or invalidated because any director, officer or shareholder of this
corporation is a party to, or is interested in, said contract, act or
transaction, or is in any way connected with any such person or persons, firm,
trust or association, or is a director, officer or shareholder of, or otherwise
interested in, any such other corporation, nor shall any duty to pay damages to
this corporation be imposed upon such director, officer or shareholder of this
corporation solely by reason of such fact, regardless of whether the vote,
action or presence of any such director, officer or shareholder may be or have
been necessary to obligate this corporation on, or in connection with, such
contract, act or transaction, provided that such interest or connection (other
than an interest as a non-controlling shareholder of any such corporation) be
known or disclosed to the Board of Directors of this corporation.

                                ARTICLE TWELVE

     No holder of securities of the corporation of any class shall have any
preemptive right or be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock of the corporation or
of any other class of securities of the corporation of any kind whatsoever,
whether now or hereafter authorized.

                                ARTICLE THIRTEEN

     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.

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                                ARTICLE FOURTEEN

     The number of directors constituting the initial Board of Directors is
seven (7) and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders or until their
successors are elected and qualified are:

     NAME                                ADDRESS
     ----                                -------
A. Richard Haury                   318 Hunting Hill Road
                                   Woodbridge, Connecticut 06525

G. Harold Welch, Jr.               75 Old Farm Road
                                   Hamden, Connecticut 06517

Phil S. Kendrick, Jr.              Harken Oil & Gas, Incorporated
                                   Post Office Drawer 3057
                                   Abilene, Texas 79604

Harry L. Mulligan                  246 Church Street, Suite #404
                                   New Haven, Connecticut 06510

Thomas M. Osborn                   20349 Delita Drive
                                   Woodland Hills, California 91346

R. C. Taylor, Jr.                  Post Office Box 510
                                   Southport, Connecticut 06490

Douglas L. McKnight                Post Office Drawer 3057
                                   Abilene, Texas 79604

         At all elections of directors each holder of stock entitled to vote
     shall be entitled to cast for the election of directors as many votes as
shall equal the number of shares of stock held multiplied by the number of
directors to be elected, and to cumulate his votes and cast all of such votes
for a single director or distribute such votes among the number to be voted for
in such manner as the holder may see fit.

         Any shareholder who intends to cumulate his votes as herein authorized
shall give written notice of such intention to be secretary of the corporation
on or before the day preceding the election at which such shareholder intends to
cumulate his votes. All shareholders may cumulate their votes if any shareholder
gives the written notice provided for herein.

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     WE, THE UNDERSIGNED, being each of the incorporators hereinabove named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto set our
hands this 13/th/ day of November, 1978.

                                   /s/ M. A. Ferrucci
                                   -----------------------------------
                                       M. A. Ferrucci

                                   /s/ R. F. Andrews
                                   -----------------------------------
                                       R. F. Andrews

                                   /s/ W. J. Reif
                                   -----------------------------------
                                       W. J. Reif

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