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                                                                    EXHIBIT 3.2



                         THE RESERVE PETROLEUM COMPANY

                                     BYLAWS

                                    RESTATED

     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 first
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 


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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.

     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 


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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.

                                  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 


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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 second Tuesday in November at 3:00 p.m.

     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.



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                            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 therefor. Members of special or standing committees may be allowed
compensation as determined by the board for attending committee meetings.

                                   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.



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                                   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 


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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.

                              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


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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.

                                   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.



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                               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.

                            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.



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                                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.

                                  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 written consent as of the
1st day of November, 1988, pursuant to notice given on the 25th day of October,
1988.

                                        MASON  W. MCLAIN
                                        -------------------------------
                                        President

JERRY L. CROW
-------------------------------
Secretary




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