EXHIBIT 3.2

                          THE RESERVE PETROLEUM COMPANY
                                 RESTATED BYLAWS

                          AS AMENDED NOVEMBER 16, 2004

      These Restated  Bylaws only restate and integrate and do not further amend
the Bylaws of this  corporation as heretofore  amended or supplemented and there
is no discrepancy  between those provisions and the provisions of these Restated
Bylaws.

                                    ARTICLE I

                                     OFFICES

      Section  1. The  registered  office  shall  be in the City of  Wilmington,
County of New Castle, State of Delaware.

      Section 2. The corporation may also have offices in such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

      Section 1. All meetings of the  stockholders for the election of directors
or for the conduct of other business shall be held in the offices of The Reserve
Petroleum Company,  in the City of Oklahoma City, State of Oklahoma,  or at such
other  place  either,  within  or  without  the  State of  Delaware  as shall be
designated  from time to time by the board of directors and stated in the notice
of the meeting.  Meetings of  stockholders  for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

      Section 2. Annual  meetings of  stockholders,  shall be held on the fourth
Tuesday of May if not a legal holiday, and if a legal holiday,  then on the next
secular day following,  at 3:00 p.m., or at such other date and time as shall be
designated  from time to time by the board of directors and stated in the notice
of the  meeting,  at  which  they  shall  elect by a  plurality  vote a board of
directors,  and transact such other  business as may properly be brought  before
the meeting.

      Section 3. Written  notice of the annual meeting  stating the place,  date
and hour of the meeting shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten nor more than sixty days before the date of the
meeting.

      Section  4.  The  officer  who  has  charge  of the  stock  ledger  if the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.

      Such list shall be open to the  examination  of any  stockholder,  for any
purpose germane to the meeting,  during ordinary  business hours for a period of
at least ten days prior to the meeting,  at the offices of The Reserve Petroleum
Company, in the City of Oklahoma City, State of Oklahoma. The list shall also be
produce and kept at the place of the meeting during the whole time thereof,  and
may be inspected by any stockholder who is present.


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      Section 5.  Special  meetings of the  stockholders,  for any  purpose,  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be called by the chairman of the board or the  president and
shall be called by the  chairman of the board,  president  or  secretary  at the
request in writing of a majority of the board of directors, or at the request in
writing of stockholders  owning a majority in amount of the entire capital stock
of the  corporation  issued and  outstanding  and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.

      Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than  thirty  days  before the date of
the meeting to each stockholder entitled to vote at such meeting.

      Section 7. The holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting, at which a quorum shall be present or represented,  any business may be
transacted which might have been transacted at the meeting as originally called.
If the  adjournment  is for more than  thirty  days,  or if a new record date is
fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each stockholder of record entitled to vote at the meeting

      Section 8. Upon  adjournment of a meeting for lack of a quorum,  if notice
of such adjourned  meeting is sent to the  stockholders  entitled to receive the
same, containing a statement of the purpose of the meeting and that the previous
meeting failed for lack of a quorum and specifying that pursuant to this Section
it is proposed to hold the  adjourned  meeting  with a quorum of those  present,
then any  number of  stockholders,  in person or by proxy,  shall  constitute  a
quorum at such meeting, unless otherwise provided by statute.

      Section  9.  When a quorum  is  present  at any  meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the  certificate  of  incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

      Section  10.  Each  stockholder  entitled  to vote at  every  meeting,  as
provided in Section 5 of Article VI of these  Bylaws,  shall be entitled to vote
in person or by proxy for each share of the capital  stock  having  voting power
held by such stockholder, but no proxy shall be voted on after one year from its
date, unless the proxy provides for a longer period.

      Section 11.  Whenever  the vote of  stockholders  at a meeting  thereof is
required  or  permitted  to be taken  for or in  connection  with any  corporate
action,  by any provision of the statutes,  the meeting and vote of stockholders
may be dispensed  with if all the  stockholders  who would have been entitled to
vote upon the action if such meeting were held shall  consent in writing to such
corporate action being taken; or if the certificate of incorporation  authorizes
the action to be taken with the written  consent of the holders of less than all
of the stock who would have been  entitled  to vote upon the action if a meeting
were held, then on the written consent of the stockholders  having not less than
such  percentage of the number of votes as may be authorized in the  certificate
of  incorporation;  provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
statute for the proposed  corporate action, and provided that prompt notice must
be given to all stockholders of the taking of corporate action without a meeting
and by less than unanimous written consent.


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                                   ARTICLE III

                                    DIRECTORS

      Section 1. The number of directors which shall  constitute the whole board
shall be not less than  three  (3) nor more than  fifteen  (15).  The  number of
directors  shall be determined by resolution of the board of directors,  subject
to change by the  stockholders  at the annual  meeting.  The directors  shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this  Article,  and each  director  elected  shall  hold  office  until his
successor  is  elected  and  qualified.  The board of  directors  by vote of the
majority of the whole  board,  may,  between  annual  meetings of  stockholders,
increase the  membership  of the board by not more than four members and by like
vote appoint qualified persons to fill the vacancies created thereby.  Directors
need not be stockholders.

      Section 2.  Vacancies and newly created  directorships  resulting from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors then in office,  though less than a quorum, or by a sole remaining
director,  and  election and until their  successors  are duly elected and shall
qualify,  unless sooner displaced.  If there are no directors in office, then an
election of directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy or any newly  created  directorship,  the  directors
then in office  shall  constitute  less than a majority  of the whole  board (as
constituted  immediately  prior to any such increase),  and Court of Chancery of
Delaware may, upon  application of any  stockholder or  stockholders  holding at
least ten  percent  of the total  number of the  shares at the time  outstanding
having the right to vote for such  directors,  summarily order an election to be
held to fill any such  vacancies or newly created  directorships,  or to replace
the directors chosen by the directors then in office.

      Section 3. The business of the  corporation  shall be managed by its board
of directors  which may exercise all such powers of the  corporation  and do all
such  lawful  acts and  things as are not by statute  or by the  certificate  of
incorporation  or by these Restated  Bylaws directed or required to be exercised
or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 4. The board of directors of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

      Section  5. The first  meeting of each newly  elected  board of  directors
shall be held without notice  immediately  after,  and at the same place as, the
annual meeting of the stockholders for the purpose of organization of the board,
the  election of officers,  and the  transaction  of such other  business as may
properly  come before the meeting,  provided a quorum  shall be present.  In the
event such  meeting is not held at the time and place above  fixed,  the meeting
may be held at such time and place as shall be  specified  in a notice  given as
hereinafter provided for special meetings of the board of directors, or as shall
be specified in a written waiver, signed by all of the directors.

      Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board. Absent action by the board of directors, a regular meeting of the
board of directors shall be held on the third Tuesday in November at 3:00 p.m.


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      Section 7. Special  meetings of the board may be called by the chairman of
the  board or the  president  on three  days'  notice to each  director,  either
personally or by mail or by telegram;  special  meetings  shall be called by the
chairman of the board,  the  president  or  secretary in like manner and on like
notice on the written request of two directors.

      Section  8. At all  meetings  of the board not less than  one-half  of the
total  number of directors  shall  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which there is a quorum  shall be the act of the board of  directors,  except as
may be  otherwise  specifically  provided  by statute or by the  certificate  of
incorporation.  If a quorum  shall not be present at any meeting of the board of
directors  the  directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

      Section 9. Unless otherwise restricted by the Certificate of incorporation
or these Restated  Bylaws,  any action  required or permitted to be taken at any
meeting  of the board of  directors  or of any  committee  thereof  may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent  thereto in writing,  and the writing or  writings  are filed,  with the
minutes of proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

      Section 10. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of two or more directors of the corporation. The board may designate one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of the committee.  Any such committee, to the
extent provided in the resolution, 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;  provided,  however,  that  in the  absence  or
disqualification  of any member of such committee or  committees,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of  directors to act at the meeting in the place of any such absent or
disqualified  member. Such committee or committees shall have such name or names
as may be  determined  from time to time by  resolution  adopted by the board of
directors.

      Section 11. Each committee  shall keep regular minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

      Section  12.  The  directors  may be  paid  their  expenses,  if  any,  of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director as determined by the board. No such payment shall preclude any director
from serving the  corporation in any other  capacity and receiving  compensation
therefore. Members of special or standing committees may be allowed compensation
as determined by the board for attending committee meetings.


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                                   ARTICLE IV

                                     NOTICES

      Section  1.  Whenever,  under the  provisions  of the  statutes  or of the
certificate of incorporation or of these Restated Bylaws,  notice is required to
be given to any  director  or  stockholder,  it shall not be  construed  to mean
personal notice, but such notice may be given in writing, by mail,  addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.

      Section  2.  Whenever  any  notice  is  required  to be  given  Under  the
provisions of the statutes or of the  certificate of  incorporation  or of these
Restated  Bylaws,  a waiver  thereof in writing  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

      Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a chairman of the board, a president, a vice president, a
secretary  and a  treasurer.  The  board  of  directors  may  also  choose  such
additional vice  presidents,  as in the opinion of the board the business of the
corporation  requires,  and  one or more  assistant  secretaries  and  assistant
treasurers.   The  chairman  of  the  board  and  the  president   need  not  be
stockholders,  but shall be directors of the  corporation.  The vice  president,
secretary,  treasurer,  and such other  officers as may be elected or  appointed
need not be stockholders or directors of the corporation.  Any number of offices
may be held by the same person, unless the certificate of incorporation or these
Restated Bylaws otherwise provide.

      Section 2. The board of directors at its first  meeting  after each annual
meeting of stockholders  shall choose a chairman,  a president,  a secretary,  a
treasurer and, at its option, one or more vice presidents.

      Section 3. The board of  directors  may appoint  such other  officers  and
agents as it shall  deem  necessary  who shall hold  offices  for such terms and
shall  exercise such powers and perform such duties as shall be determined  from
time to time by the board.

      Section 4. The  salaries  of all  officers  and agents of the  corporation
shall be fixed by the board of directors.

      Section 5. The officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

      Section 6. The chairman of the board shall  preside at all meetings of the
board of directors and the  stockholders  and shall perform such other duties as
may be prescribed from time to time by the board of directors.

                                  THE PRESIDENT

      Section  7. The  president  shall be the chief  executive  officer  of the
corporation and shall have the general and active  management of the business of
the  corporation  and shall see that all orders and  resolutions of the board of
directors are carried into effect.  He shall execute bonds,  mortgages and other
contracts  requiring a seal,  under the seal of the  corporation,  except  where
required or  permitted  by law to be  otherwise  signed and  executed and except
where the signing and  execution  thereof  shall be  expressly  delegated by the
board of directors  to some other  officer or agent of the  corporation.  In the
absence of the chairman,  or in the event of his inability or refusal to act, he
shall  perform the duties of chairman.  The  president  shall perform such other
duties and have such other powers as may be prescribed  from time to time by the
board of directors or these Restated Bylaws.


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                               THE VICE PRESIDENTS

      Section 8. In the absence of the  chairman  and the  president,  or in the
event of their  inability or refusal to act, the vice president (or in the event
there  be more  than one  vice  president,  the  vice  presidents  in the  order
designated, or in the absence of any designation, then in the order of election)
shall perform the duties of chairman and  president,  and when so acting,  shall
have all the powers of and be subject to all the restrictions upon such officer,
and shall  perform  such other duties and have such other powers as the board of
directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

      Section  9. The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the board of  directors,  and shall
perform such other duties as may be  prescribed by the board of directors or the
president,  under whose  supervise  on he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary,  shall have
authority to affix the same to any instrument  requiring it and when so affixed,
it may be  attested  by his  signature  or by the  signature  of such  assistant
secretary.  The  board of  directors  may give  general  authority  to any other
officer to affix the seal of the  corporation  and to attest the affixing of his
signature.

      Section 10. The  assistant  secretary,  or if there be more than one,  the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the  secretary  and shall  perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

      Section 11. The treasurer  shall have the custody of the  corporate  funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

      Section  12.  He shall  disburse  the funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all his transactions as treasurer of the financial condition of the corporation.

      Section 14. The assistant  treasurer,  or if there shall be more than one,
the assistant  treasurers in the order  determined by the board of directors (or
if there be no such determination,  then in the order of their election), shall,
in the absence of the  treasurer or in the event of his  inability or refusal to
act,  perform  the duties and  exercise  the powers of the  treasurer  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.


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                                   ARTICLE VI

                              CERTIFICATE OF STOCK

      Section 1. Every holder of stock in the  corporation  shall be entitled to
have a  certificate,  signed  by,  or in the  name of the  corporation  by,  the
president or vice  president and the secretary or an assistant  secretary of the
corporation,  certifying  the number of shares owned by him in the  corporation.
The corporation shall not issue fractions of shares of its stock.

      Section 2. Where a certificate  is  countersigned  (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation  or its  employee,  any other  signature on the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

      Section  3. The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the  certificate of stock to be lost,  stolen or destroyed.  The officers of the
corporation  may require that any such person  furnish an  indemnity  bond in an
amount  not more  than  twice  the  value of the  stock on the date of said bond
indemnifying  the  corporation  against  any claim that may be made  against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.  Provided,  however,  the  board of  directors  may,  by  appropriate
resolution, waive any requirement for the furnishing of said indemnity bond.

                               TRANSFERS OF STOCK

      Section 4. Upon surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

      Section 5. In order that the  corporation  may determine  the  stockholder
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect'  of any change,  conversion  or exchange of stock or for the purpose of
any other lawful action, the record date for all of said dividends, payments and
actions shall be the close of business  thirty days in advance of the date fixed
for any  directors  or  stockholders  meeting at which any  dividend,  payments,
meeting  or  other  action  may be  decided;  provided,  however,  the  board of
directors  may  establish  any other record date by  appropriate  resolution.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.


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                             REGISTERED STOCKHOLDERS

      Section 6. The  corporation  shall be entitled to recognize  the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to recognize any equitable or other claim to interest in such share
or shares on the part of any other person,  whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

      Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of. the certificate of incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends  may be paid in cash,  in  property,  or in shares of  capital  stock,
subject to the provisions of the certificate of incorporation.

      Section 2. Before  payment of any dividend,  there may be set aside out of
any  funds  of the  corporation  available  for  divide  such sum or sums as the
directors  from time to time,  in their a solute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

      Section 3. The board of directors  shall  present at each annual  meeting,
and at any special  meeting of the  stockholders  when called for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     CHECKS

      Section 4. All checks or  demands  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

      Section 5. The fiscal year of the  corporation  shall begin  January 1 and
end December 31.

                                      SEAL

      Section 6. The corporate seal shall have inscribed thereon the name of the
corporation and the words  "Corporate Seal,  Delaware".  The seal may be used by
causing it or a facsimile  thereof to be impressed or affixed or  reproduced  or
otherwise.


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                                  ARTICLE VIII

                                   AMENDMENTS

      Section 1. These  Restated  Bylaws may be altered,  amended or repealed or
new Bylaws may be adopted by the stockholders or by the board of directors, when
such  power is  conferred  upon the board of  directors  by the  certificate  of
incorporation,  at any regular  meeting of the  stockholders  or of the board of
directors  or any  special  meeting  of the  stockholders  or of  the  board  of
directors  if notice of such  alteration,  amendment,  repeal or adoption of new
Bylaws be contained in the notice of such special meeting.

      Adopted by the Board of Directors by unanimous  consent as of the 16th day
of November, 2004.


                                           /s/ Mason McLain
                                           ------------------------------------
                                           Mason McLain
                                           President


                                           /s/ James L. Tyler
                                           ------------------------------------
                                           James L. Tyler
                                           Secretary


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