AMENDED AND RESTATED
                                   BY-LAWS OF
                          NATHANIEL ENERGY CORPORATION
                            (as of November 11, 2003)

                              ARTICLE I -- OFFICES

The  principal  office  of the  corporation  shall be  located  in the  State of
Delaware  in the  County of New  Castle.  The  corporation  may have such  other
offices,  either  within or outside  the state,  as the Board of  Directors  may
designate or as the business of the  corporation  may require from time to time.
The registered office of the corporation may be, but need not be, identical with
the principal  office,  and the address of the registered  office may be changed
from time to time by the Board of Directors.

                           ARTICLE II -- SHAREHOLDERS

SECTION 1. ANNUAL MEETING.

The annual meeting of the  shareholders  shall be held at 4:00 o'clock PM on the
Third  Tuesday in the month of  January  in each year.  If the day fixed for the
annual meeting shall be a legal holiday,  such meeting shall be held on the next
succeeding business day.

SECTION 2.  SPECIAL  MEETINGS.  Special  meetings of the  shareholders,  for any
purpose,  unless otherwise prescribed by statute, may be called by the president
or by the  Board of  Directors,  and shall be  called  by the  president  at the
request of the holders of not less than one-tenth of all the outstanding  shares
of the corporation entitled to vote at the meeting.

SECTION 3. PLACE 0F MEETING.  The Board of Directors  may designate any place as
the place for annual  meeting or for any special  meeting called by the Board of
Directors.  A waiver of notice signed by all shareholders  entitled to vote at a
meeting may designate any place as the place for such meeting. If no designation
is made, or if a special  meeting  shall be called other than by the Board,  the
place of meeting shall be the registered office of the corporation.

SECTION 4. NOTICE OF MEETING.  Written or printed notice stating the place,  day
and hour of the  meeting,  and, in case of a special  meeting,  the purposes for
which the meeting is called,  shall be delivered not less than ten nor more than
fifty days before the date of the meeting,  either  personally or by mail, by or
at the direction of the president,  or the secretary,  or the officer or persons
calling the  meeting;  to each  shareholder  of record  entitled to vote at such
meeting,  except that if  authorized  capital  stock is to be increased at least
thirty days notice shall be given. If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his  address as it appears on the stock  transfer  books of the  corporation,
with postage  thereon  prepaid.  If requested by the person or persons  lawfully
calling  such  meeting,  the  secretary  shall give notice  thereof at corporate
expense.

SECTION 5. CLOSING OF TRANSFER  BOOKS OR FIXING OF RECORD DATE.  For the purpose
of determining  shareholders  entitled to notice of or to vote at any meeting of
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other  proper  purpose,  the Board of  Directors  may provide that the stock
transfer  books shall be closed for any stated period not exceeding  fifty days.

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If the stock  transfer  books  shall be closed for the  purpose  of  determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately  preceding such meeting.
In lieu of closing the stock  transfer  books the Board of Directors  may fix in
advance a date as the record date for any such  determination  of  shareholders,
such date in any case to be not more than fifty days,  and, in case of a meeting
of  shareholders,  not  less  than ten  days  prior  to the  date on  which  the
particular action" requiring such determination of shareholders, is to be taken.
If the stock  transfer  books are not closed and no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders,  or shareholders  entitled to receive  payment of a dividend,  the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof except where the  determination  has been made
through the  closing of the stock  transfer  books and the stated  period of the
closing has expired.

SECTION  6.  VOTING  LISTS.  The  officer  or agent  having  charge of the stock
transfer  books for  shares of the  corporation  shall  make,  at least ten days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
For a period of ten days prior to such meeting,  this list shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders  entitled to examine such list of transfer  books or to vote at any
meeting of shareholders.

SECTION 7.  QUORUM.  Fifty One Percent (51 %) of the  outstanding  shares of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of  shareholders.  If less than a quorum of the
outstanding  shares is  represented  at a meeting,  a majority  of the shares so
represented may adjourn the meeting from time to time without further notice. 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  notified.  The shareholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. If a quorum is present,  the
affirmative  vote of a majority  of the shares  represented  at the  meeting and
entitled to vote on the  subject  matter  shall be the act of the  shareholders,
unless the vote of a greater  number of voting by classes is  required by law or
the articles of incorporation.

SECTION 8. PROXIES.  At all meetings of shareholders,  a shareholder may vote by
proxy  executed  in writing  by the  shareholder  or his or her duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  secretary  of  the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.



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SECTION 9. VOTING OF SHARES. Each outstanding share,  regardless of class, shall
be  entitled  to one vote,  and each  fractional  share  shall be  entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders. Cumulative voting shall not be allowed.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS.  Neither  treasury shares,  not
shares of its own stock held by the  corporation  in a fiduciary  capacity,  nor
shares held by another  corporation if a majority of the shares entitled to vote
for  the  election  of  Directors  of  such  other  corporation  is held by this
corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time.

     Shares  standing  in the name of another  corporation  may be voted by such
officer,  agent or proxy as the bylaws of such  corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

     Shares held by an administrator,  executor,  guardian or conservator may be
voted by him or her,  either in person or by proxy,  without a transfer  of such
shares  into his or her name.  Shares  standing in the name of the trusty may be
voted by him or her,  either  in person or by  proxy,  but no  trustee  shall be
entitled  to vote  shares  held by him or her  without a transfer of such shares
into his or her name.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver without the transfer thereof into his or her name if authority to do so
be contained  in an  appropriate  order of his court by which such  receiver was
appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred  into the name of the pledge,  and
thereafter the pledge shall be entitled to vote the shares so transferred.

SECTION 11. INFORMAL ACTION BY SHAREHOLDERS.  Any action required to be taken at
a  meeting  of the  shareholders,  or any other  action  which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders  entitled to vote with respect to the subject matter thereof.  Such
consent  shall  have  the same  force  and  effect  as a  unanimous  vote of the
shareholders.

                        ARTICLE III -- BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS.  The business and affairs of the corporation shall be
managed by its Board of  Directors,  except as otherwise  provided by statute or
the articles of incorporation.

SECTION 2.  NUMBER,  TENURE AND  QUALIFICATIONS.  The number of Directors of the
corporation  shall be not less  than  three or more than  five,  unless a lesser
number is allowed by statute.  Directors shall be elected at each annual meeting
of  shareholders.  Each director shall hold office until the next annual meeting
of  shareholders  and  thereafter  until his or her  successor  shall  have been
elected and qualified.

     Directors  need  not be  residents  of this  state or  shareholders  of the
corporation.  Directors  shall be removable  in the manner  provided by statute.


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<PAGE>

SECTION 3.  VACANCIES.  Any  director  may resign at any time by giving  written
notice to the  president  or to the  secretary of the  corporation.  Any vacancy
occurring in the Board of Directors may be filled by the  affirmative  vote of a
majority of the remaining  Directors  though not less than a quorum.  A director
elected to fill a vacancy shall be elected for the unexpired  term of his or her
predecessor in office.  Any Directorship to be filled by the affirmative vote of
a  majority  of the  Directors  then in  office or by an  election  at an annual
meeting or at a special meeting of shareholders  called for that purpose,  and a
director so chosen shall hold office for the term, specified in Section 2 above.

SECTION 4. REGULAR  MEETINGS.  A regular meeting of the Board of Directors shall
be held without other notice than this bylaw  immediately  after and at the same
place as the annual meeting of shareholders.  The Board of Directors may provide
by resolution the time and place for the holding of additional  regular meetings
without other notice than such resolution.

SECTION 5. SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.

SECTION 6. NOTICE.  Notice of any special  meeting shall be given at least seven
days previous thereto by written notice  delivered  personally or mailed to each
director at his or her  business  address,  or by notice given at least two days
previously by telegraph.  If mailed, such notice shall be deemed to be delivered
when  deposited in the United  States mail so  addressed,  with postage  thereon
prepaid.  If  notice be given by  telegram,  such  notice  shall be deemed to be
delivered when the telegram is delivered to the telegraph company.  Any director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice of waiver of notice of such meeting.

SECTION 7.  QUORUM.  A majority  of the number of  Directors  fixed by Section 2
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors,  but if less than such  majority is present at a meeting,  a
majority of the  Directors  present  may  adjourn the meeting  from time to time
without further notice.

SECTION 8. MANNER OF ACTING. The act of the majority of the Directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors.

SECTION 9. COMPENSATION.  By resolution of the Board of Directors,  any director
may be paid anyone or more of the following:  expenses, if any, of attendance at
meetings;  a fixed sum for  attendance  at each  meeting;  or a stated salary as
directed.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefore.

SECTION 10. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be
taken at a meeting of the Directors may be taken without a meeting if consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
Directors  entitled to vote with  respect to the subject  matter  thereof.  Such


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<PAGE>

consent  shall  have  the same  force  and  effect  as a  unanimous  vote of the
Directors.

SECTION  11.   ISSUANCE  OF   SECURITIES   AND   INCURRENCE   OF   INDEBTEDNESS.
Notwitstanding  anything to the contrary in these By-Laws, the act of all of the
Directors shall be required to (a) create,  incur,  contract for,  assume,  have
outstanding,  guarantee or otherwise be or become directly or indirectly  liable
in respect of, any loan  received by the  corporation,  or  indebtedness  of the
corporation to any person,  other than trade payables in the ordinary  course of
the  corporation's  day-to-day  business,  and/or (b) issue,  sell or  otherwise
dispose  of any  shares of common  stock,  preferred  stock or any other  equity
security  (collectively,  the "Capital  Stock"),  or any security or  instrument
which is convertible or exercisable into any common stock.

                        ARTICLE IV -- OFFICERS AND AGENTS

SECTION 1. General. The officers of the corporation shall be a president, one or
more vice  presidents,  a secretary  and a  treasurer.  The  salaries of all the
officers of the corporation shall be fixed by the board of directors.

One person may hold any two  offices,  except that no person may  simultaneously
hold the offices of president and secretary.

SECTION 2. Election and term of office. The officers of the corporation shall be
elected by the board of  directors  annually  at the first  meeting of the board
held after each annual meeting of the shareholders.

SECTION  3.  Removal.  Any  officer  or agent  may be  removed  by the  board of
directors whenever in its judgment the best interests of the corporation will be
served thereby.

SECTION 4. Vacancies. A vacancy in any office, however occurring,  may be filled
by the board of directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The president shall:

     (a) subject to the direction and supervision of the Board of Directors,  be
the chief executive officer of the corporation;

     (b) shall have  general and active  control of its affairs and business and
general supervision of its officers, agents and employees; and

     (c) the president shall have custody of the treasurer's bond, if any.

SECTION 6. VICE PRESIDENT. The vice president shall:

     (a) assist the president; and

     (b) shall  perform such duties as may be assigned to them by the  president
or by the Board of Directors.

SECTION 7. SECRETARY. The secretary shall:

     (a) keep the minutes of the proceedings of the  shareholders  and the Board
of Directors;


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<PAGE>


     (b) see that all notices are duly given in accordance  with the  provisions
of these bylaws or as required by law;

     (c)  be  custodian  of  the  corporate  records  and  of  the  seal  of the
corporation  and affix the seal to all documents when authorized by the Board of
Directors;

     (d) keep at its registered  office or principal  place of business a record
containing the names and addresses of all  shareholders and the number and class
of shares held by each,  unless such a record shall be kept at the office of the
corporation's transfer agent or registrar;

     (e) sign with the president,  or a vice president,  certificates for shares
of the  corporation,  the  issuance  of which  shall  have  been  authorized  by
resolution of the Board of Directors;

     (f) have general  charge of the stock  transfer  books of the  corporation,
unless the corporation has a transfer agent; and

     (g) in general,  perform all duties incident to the office as secretary and
such  other  duties  as from time to time may be  assigned  to him or her by the
president or by the Board of Directors.

SECTION 8. TREASURER. The treasurer shall:

     (a) be the principal financial officer of the corporation;

     (b) perform all other  duties  incident to the office of the  treasurer  on
request of the Board,  shall make such  reports to it as may be  required at any
time;

     (c) be the principal accounting officer of the corporation; and

     (d) have such other  powers and perform such other duties as may be from to
time prescribed by the Board of Directors.

                               ARTICLE V -- STOCK

SECTION  1.   CERTIFICATES.   The  shares  of  stock  shall  be  represented  by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice  president and the  secretary,  and shall be sealed with the
seal of the corporation,  or with a facsimile  thereof.  No certificate shall be
issued until the shares represented thereby are fully paid.

SECTION  2.   CONSIDERATION  FOR  SHARES.   Shares  shall  be  issued  for  such
consideration, expressed in dollars (but not less than the par value thereof, if
any) as  shall be  fixed  from  time to time by the  Board  of  Directors.  Such
consideration  may  consist,  in  whole  or in part of  money,  other  property,
tangible or  intangible,  or in labor or  services  actually  performed  for the
corporation,  but neither  promissory notes nor future services shall constitute
payment or part payment for shares.

SECTION 3.  TRANSFER  OF  SHARES.  Upon  surrender  to the  corporation  or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled


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<PAGE>

thereto,  and cancel the old certificate.  Every such transfer of stock shall be
entered  on the  stock  book  of the  corporation  which  shall  be  kept at its
principal office, or by its registrar duly appointed.

SECTION 4. TRANSFER AGENTS,  REGISTRARS AND PAYING AGENTS.  The Board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment  upon any class of  stock,  bond,  debenture  or other  security  of the
corporation.

             ARTICLE VI -- INDEMNIFICATION OF OFFICERS AND DIRECTORS

Each  director  and  officer of this  corporation  shall be  indemnified  by the
corporation against all costs and expenses actually and necessarily  incurred by
him or her in connection  with the defense of any action,  suit or proceeding in
which  he or she may be  involved  or to  which he or she may be made a party by
reason of his or her being or having been such  director  or officer,  except in
relation  to  matters as to which he or she shall be  finally  adjudged  in such
action,  suit or  proceeding  to be liable for  negligence  or misconduct in the
performance of duty.

                          ARTICLE VII -- MISCELLANEOUS

SECTION 1. WAIVER OF NOTICE. Whenever notice is required by law, by the articles
of  incorporation  or by these bylaws, a waiver thereof in writing signed by the
director, shareholder or other person entitled to said notice, whether before or
after the time  stated  therein,  or his or her  appearance  at such  meeting in
person or (in the case of a shareholders' meeting) by proxy, shall be equivalent
to such notice.

SECTION 2. SEAL.  The  corporate  seal of the  corporation  shall be in the form
impressed on the margin hereof.

SECTION  3.  FISCAL  YEAR.  The  fiscal  year  of the  corporation  shall  be as
established by the Board of Directors.

SECTION 4.  AMENDMENTS.  The Board of Directors shall have power to make,  amend
and repeal the bylaws of the  corporation at any regular meeting of the Board or
at any special meeting called for the purpose.