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                                                                     EXHIBIT 3.2

                         CERTIFICATE OF INCORPORATION

                                       OF

                       SOUTHWEST ROYALTIES HOLDINGS, INC.



          FIRST:    The name of the Corporation is

                       SOUTHWEST ROYALTIES HOLDINGS, INC.

          SECOND:   The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

          THIRD:    The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, including, without limitation, to
invest in other entities.

          FOURTH:  The total number of shares which the Corporation shall have
authority to issue is 10 million shares of which (i) 5 million shares of par
value of Ten Cents ($.10) per share shall be designated Common Stock (the
"Common Stock") and (ii) 5 million shares of par value of One Dollar ($1.00) per
shares shall be designated preferred stock (the "Preferred Stock").

          FIFTH:    The name and mailing address of the incorporator is H. Allen
Corey, 1800 Republic Centre, 633 Chestnut Street, Chattanooga, Tennessee 37450-
1800.

          SIXTH:  Election of directors need not be by written ballot.

          SEVENTH:  In furtherance of, and not in limitation of the powers
conferred by statute, the Board of Directors is authorized to adopt, amend, or
repeal bylaws of the Corporation.

          EIGHTH:  No director of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the Delaware General Corporation law
is amended after the filing of this Certificate of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted
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by the Delaware General Corporation Law, as so amended. Any repeal or
modification of this section EIGHTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

          NINTH:  The corporation shall have the power to indemnify its
directors to the fullest extent permitted by law.

          IN WITNESS WHEREOF, I have made, signed and sealed this Certificate of
Incorporation this 1st day of July, 1997.


                                    H. Allen Corey, Incorporator