RESTATED CERTIFICATE OF INCORPORATION
                                    OF
                          AMBER RESOURCES COMPANY

         Amber Resources Company, a Delaware corporation (the
"Corporation") does hereby adopt, pursuant to Sections 242 and
245 of the Delaware General Corporation Law, the following
restatement with amendments of its Certificate of Incorporation,
which was originally filed with the Secretary of State on May 22,
1978, and subsequently amended.  Pursuant to Sections 242 and
245, the Certificate of Incorporation is hereby further amended
in its entirety as set forth herein.  The Restated Certificate of
Incorporation with amendments has been duly adopted by the
stockholders and directors on January@ 1988, as required by
Sections 242 and 245 and it supercedes the original Certificate
of Incorporation and all amendments thereto.

         Pursuant to the foregoing, the undersigned President and
Assistant Secretary, respectively, of the Corporation do hereby
amend and restate the Certificate of Incorporation of this
Corporation, as follows:

                                 ARTICLE I

                                   Name

       The name of the Corporation shall be Amber Resources
Company.

                                ARTICLE 11

                                 Duration

       The period of duration of the Corporation shall be
perpetual.

                                ARTICLE III

                       Objects, Purposes and Powers

         The purposes for which the Corporation is organized are
to engage in any activity or business not in conflict with the
laws of the General Corporation Law of Delaware or of the United
States and, without limiting the generality of the foregoing,
specifically:

1. To explore, prospect, drill for, produce, market, sell, and
deal in and with petroleum, mineral, animal, vegetable, and other
oils, asphaltum, natural gas, gasoline, naphthene, hydrocarbons,
oil shales, sulphur, salt, clay, coal, minerals, aiiieral
substances, metals, ores of every kind or other mineral or non-
mineral, liquid, solid, or volatile substances and products, by-
products, combinations, and derivatives thereof, and to buy,
lease, hire, contract for, invest in, and otherwise acquire, and
to own, hold, maintain, equip, operate, manage, mortgage, create
security interests in, deal in and with, and to sell, lease,
exchange, and otherwise dispose of oil, gas, mineral, and mining
lands, wells, mines, quarries, rights, royalties, overriding
royalties, oil payments, and other oil, gas, and mineral
interests, claims, locations, patents, concessions, easements,
rights-of-way, franchises real and personal property, and all
interests therein, tanks, reservoirs, warehouses, storage
facilities, elevators, terminals, markets, docks, piers, wharves,
drydocks, bulkheads, pipe lines, pumping stations, tank cars,
trains, automobiles, trucks, cars, tankers, ships, tugs, barges,
boats, vessels, aircraft, and other vehicles, crafts or machinery
for use on land, water or air, for prospecting, exploring and
drilling for, producing, gathering, manufacturing, refining,
purchasing, leasing, exchanging, or otherwise disposing of such
mineral and non-mineral substances; and to do engineering and
contracting and to design, construct, drill, bore, sink, develop,
improve, extend, maintain, operate, and repair wells, mines,
plants, works, machinery, appliances, rigging, casing, tools,
storage, and transportation lines and systems for this
Corporation and other persons, associations, or corporations.

2. To establish and maintain a drilling business with authority
to own and operate drilling rigs, machinery, tools, or apparatus
necessary in the boring or otherwise sinking of wells for the
production of oil, gas, or water; to construct or acquire by
lease or otherwise, and to maintain and operate pipe lines for
the conveyance of oil and natural gas, oil storage tanks and
reservoirs, and tanks cars of all:kinds, tank steamers, and other
vessels, wharves, docks, warehouses, storage houses, loading
racks, and all other convenient instrumentalities for the
shipping and transportation of crude or refined petroleum or
natural gas and all other volatile, solid, or liquid mineral
substances in any and all forms- to manufacture, buy, sell,
lease, let, and hire machines and machinery, equipment, tools, 
implements and appliances, and all other property, real and
personal, useful or available in prospecting for and in
producing, transporting, storing, refining or preparing for
market, petroleum and natural gas and all other volatile and
mineral substances and their products and by-products and of all
articles and materials in any way resulting from or connected
therewith; to purchase, lease, construct, or otherwise acquire,
exchange, sell, let, or otherwise dispose of, own, maintain,
develop, and improve any and all property, real or personal,
plants, refineries, factories, warehouses, stores, and buildings
of all kinds useful in connection with the business of the
Corporation including the drilling for oil and gas wells or
mining in any manner or by any method permitted by law on such
real property.

3. To prepares compound, manufacture, purchase, or otherwise
acquire; to sell or otherwise dispose of; and to import, export,
and trade in general merchandise of all and every kind, nature,
and description.

4. To enter into franchise or other marketing arrangements.

5. To acquire, own, hold, develop, maintain, operate, manage,
lease, sell, exchange, convey, mortgage, dispose of, and
otherwise deal in property of every nature and description, both
real and personal, including oil and gas or other mineral leases,
rights, claims or interest, whether situated in the United States
or elsewhere, so far as permissible by law; to pay for the same
in cash, the stock of this Corporation, bonds, or otherwise; to
hold, exploit and develop, or in any manner to dispose of or
assign, the whole or any part of the property so purchased; to
produce, refine, and market any and all minerals or other
products from any such operations.

         6.   To advance or negotiate the advance of money or
interest on securities or otherwise; to lend money or negotiate
loans; to draw, accept, endorse, discount, buy, sell, and deliver
bills of exchange, promissory notes, bonds, debentures, coupons,
and other negotiable instruments and securities; to issue on
commission, subscribe for, take, acquire, hold, sell, exchange
and deal in shares, stocks, bonds, obligations, and securities of
any government or authority or company.

         7.   To apply for, obtain, register, lease, purchase, or
otherwise acquire and to hold, use, sell, trade, exchange,
assign, mortgage, or otherwise dispose of trademarks, copyrights,
inventions, trade names, formulae, secret processes, and all
improvements and processes used in connection with or secured
under letters patent of the United States or of other countries
or otherwise; and to grant licenses in respect thereto and
otherwise turn the same to account.

         8.   To contract with the United States, or any agency
thereof, or any of the states or political
subdivisions thereof, or with any persons in authority,
municipalities, boards, bureaus or departments, or any political
subdivisions of any state of the United States or colonies or
territories thereof, or any foreign countries, or any
political subdivisions thereof, and all corporations, firms,
associations, and individuals in relation to or in connection
with any of the objects, purposes, or business of the
Corporation.

         9.   To enter into agreements for the sale of stocks and
bonds or other securities of the Corporation and to make and
enter into options for the sale of stock of the Corporation, upon
such terms and conditions as are permitted by the laws of the
State of Delaware and the United States.

         10. To indemnify officers, directors and employees
against harm or loss resulting from their actions in their
capacities as such.

         11.  To lend the uninvested funds of the Corporation,
from time to time and to such extent, to such persons, firms,
associations, corporations, governments, or subdivisions thereof
and on such terms and on such security, if any, as the Board of
Directors of the Corporation may determine.

         12.  To conduct the business of the Corporation in
Delaware, other states, the District of Columbia, the territories
and colonies of the United States, and foreign countries and
territories and colonies thereof; to have one or more offices
outside of this state; and to acquire, purchase, hold,
mortgage, pledge, assign, transfer, and convey real and personal
property out of Delaware.

         13.  In furtherance of and not in limitation of the
powers conferred by the laws of the State of
Delaware, the Board of Directors is expressly authorized without
the assent or the vote of the stockholders to issue
bonds, debentures, or other obligations of the Corporation,
secured or unsecured, from time to time, for any of the
objects or purposes of the Corporation and to include therein
such provisions as to redeemability, convertibility into
stock, or otherwise and to sell or otherwise dispose of any or
all of them, all in such manner and upon such terms
as the Board of Directors may deem proper and as shall be fixed
and stated in a resolution or resolutions adopted
by the Board of Directors.

            14.    To such extent as is or may hereafter become
permissible under the laws of the State of Delaware, the
Corporation is authorized, either as principal or agent,
and either alone or in connection with other corporations, firms
or individuals, to do all and everything necessary, suitable,
convenient or proper for, in connection with, or incident
to the accomplishment of any of the purposes for the attainment
of any one or more of the objects herein enumerated or designed
directly or indirectly to promote the interests of the
Corporation or to enhance the value of its properties, and, in
general, to do any and all things and exercise any and all
powers, rights and privileges which a corporation may now or
hereafter be organized to do or to exercise under the laws of the
State of Delaware or under any act amendatory thereof,
supplemental thereto, or substituted therefor.

         The several clauses contained in this statement of
purposes shall be construed as both purposes and powers; and the
statements contained in each clause shall be in nowise limited or
restricted by reference to or inference from the terms of any
other clause, but shall be regarded as independent purposes and
powers; and no recitation, expression, or declaration of specific
or special powers or purposes herein enumerated shall be deemed
to be exclusive; but it is hereby expressly declared that all
other lawful powers not inconsistent herewith are hereby
included.

                                ARTICLE IV

                               Capital Stock

The Corporation shall have the authority to issue 105,000,000
shares of capital stock, divided into 5,000,000 shares of
Preferred Stock, each of which shall have a par
value of $1.00 per share, and 100,000,000 shares of Common Stock,
each of which shall have a par value of $.003125 per share.

                                 ARTICLE V

                   Preferences, Limitations and Relative
                                     Rights of Capital Stock

                                           A. General

1. All shares, when issued, shall be fully paid and
nonassessable.

2. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any
stockholder "first right of refusal to purchase" the stock, by
making the stock redeemable, or by restricting the transfer of
the stock under such terms and in such manner as the
directors may deem necessary and as are not inconsistent with the
laws of the State of Delaware.  Any stock so restricted must
carry a conspicuous legend noting the restriction and the place
where such restriction may be found in the records of the
Corporation.

3. The judgment of the Board of Directors as to the adequacy of
any consideration received or to be
received for any shares, options, or any other securities which
the Corporation at any time may be authorized to issue
or sell or otherwise dispose of shall be conclusive in the
absence of fraud, subject to the provisions of this Restated
Certificate of Incorporation and the General Corporation Law of
Delaware.

                              B. Common Stock

No share of the Common Stock authorized in Article IV shall have
any preference over or limitation in respect to any other share
of such Common Stock.  Ali shares of the Common Stock authorized
in Article IV shall have equal rights and privileges,
including the following:

         1.   After all accumulated and unpaid dividends required
to be paid upon any share of Preferred Stock for all previous
dividend periods shall have been paid, and sums sufficient for
full payment of the dividends on all shares of Preferred Stock
declared for the then current dividen(f'period have been set
apart, and after or concurrently with the setting aside of any
and all amounts then required to be set aside for any sinking
fund obligation or obligations of a similar nature in respect of
any series of Preferred Stock, then and not otherwise, and
subject to any other applicable provisions of Section C below,
dividends may be declared upon and paid to the holders of the
Common Stock, to the exclusion of the holders of the Preferred
Stock.  All outstanding shares of Common Stock
shall share equally in dividends and upon liquidation.  Dividends
shall be payable at the discretion of the Board of
Directors of the Corporation at such times and in such amounts as
it deems advisable, subject, however, to the
applicable provisions of the General Corporation Law of Delaware.

         2.   Except as expressly provided by law, by Section C
below or by resolution of the Board of Directors pursuant to the
authority granted under Section C below, all voting rights shall
be vested in the holders of the Common Stock.  Each outstanding
share shall be entitled to one vote at stockholders'
meetings, either in person or by proxy.

         3.    Cumulative voting shall not be allowed in
elections of directors or for any other purpose.

         4.   No holder of shares of Common Stock of the
Corporation shall be entitled, as such, to any preemptive or
preferential right to subscribe to any unissued stock or any
other securities which the Corporation may now or hereafter be
authorized to issue.  The Board of Directors of the Corporation,
however, in its discretion by resolution, may determine that any
unissued securities of the Corporation shall be offered for
subscription solely to the holders of Common Stock of the
Corporation, or solely to the holders of any class or classes of
such stock, which the Corporation may now or hereafter be
authorized to issue, in such proportions based on stock ownership
as said Board in its discretion may determine.

                         C.       Preferred Stock

         1.   The Board of Directors shall have authority, by
resolution, to divide any or all of the shares of Preferred Stock
into, and to authorize the issuance of, one or more series and
with respect to each such series to establish and, prior to
issuance, to determine and fix:

         (a)  a distinguishing designation for such series and
the number of shares comprising such series, which number may be
increased or decreased from time to time (but not below the
number of shares then outstanding) by action of the Board of
Directors;

         (b)  the rate and times at which and the other
conditions upon which dividends on the shares may be declared and
paid or set aside for payment, whether dividends shall be
cumulative and the date from which any dividends shall accrue;

          (c)   whether or not the shares shall be redeemable
and, if so, the price and the terms and conditions of such
redemption;

          (d)   the amounts payable by preference or otherwise
upon shares in the event of voluntary or involuntary liquidation,
dissolution, winding up or distribution of the assets of the
Corporation;

          (e)   whether any shares shall be redeemed through
sinking fund payments, and, if so, on what terms;

          (f)   whether the shares shall be convertible or
exchangeable and, if so, the terms and conditions of such
conversion or exchange; and 

         (g)  whether or not the shares shall have voting rights,
including the right to vote as a class on designated matters such
as, but not by way of limitation, the merger, consolidation or
sale of substantially all the Corporation's assets, or the
approval of designated action by a greater than two-thirds
affirmative vote and, if so, the terms, conditions, and any
limitations on such voting rights.

         2.   In the resolution establishing a new series of
Preferred Stockv the Board of Directors may provide for any other
relative powers, preferences, rights, qualifications,
limitations, and restrictions of such series as are consistent
with the rights of all outstanding shares of capital stock, with
all other provisions of this Article Vp and the
Delaware law.

         3.   All shares of Preferred Stock of all series shall
be identical except as to the above-mentioned rights and
preferences which the Board of Directors are authorized to
determine.  Except to the extent that the resolution of the Board
of Directors establishing a particular series shall otherwise
provide, if amounts payable upon liquidation of all series are
not paid In full, all shares of Preferred Stock
of all series having a liquidation preference shall participate
ratably in any distribution in accordance with
the sums which would be payable on such distribution if all sums
payable to holders of all shares of Preferred Stock were
discharged in full.

         4.   Shares of Preferred Stock of any series which are
redeemed, purchased or otherwise acquired may be cancelled by the
Board of Directors and restored to the status of authorized but
unissued shares of Preferred Stock undesignated as to series.

                                ARTICLE VI

                             Place of Business

         The principal office and the principal place of business
of the Corporation in the State of Delaware shall
be at the office of its registered agent.  The Board of
Directors, however, from time to time may establish such other
offices, branches, subsidiaries, or divisions which it may
consider to be advisable.  The address of the Corporation's
registered office in the State of Delaware for purposes of the
General Corporation Law of Delaware, is:


1209 Orange Street
Wilmington, New Castle County, Delaware 19801

         The name of the Corporation's registered agent at the
address of the aforesaid registered office for purposes of this
Law shall be:

                       The Corporation Trust Company

                                ARTICLE VII

                                 Directors

The affairs of the Corporation shall be governed by a board of
not less than three (3) nor more than seven (7) directors, who
shall be elected in accordance with the By-laws of the
Corporation.  The conduct of the board shall be in accordance
with the following:

         1.   The directors of the Corporation need not be
residents of Delaware and shall not be required to hold shares of
the Corporation's capital stock.

         2.   Meetings of the Board of Directors, regular or
special, may be held within or without Delaware
upon such notice as may be prescribed by the By-laws of the
Corporation.  Attendance of a director at a meeting
shall constitute a waiver by him of notice of such meeting unless
he attends only for the express purpose of objecting
to the transaction of any business thereat on the ground that the
meeting is not lawfully called or convened.

         3.   A majority of the number of directors at any time
constituting the Board of Directors shall constitute a quorum for
the transaction of business, and the act of a majority of the
directors present at a meeting which a quorum is present shall be
the act of the Board of Directors.

         4.   By resolution adopted by a majority of the
directors at any time constituting the Board of Directors,
the Board of Directors may designate two (2) or more directors to
constitute an Executive Committee which shall have and may
exercise, to the extent permitted by law or in such resolution,
all the authority of the Board of Directors in the management of
the Corporation; but the designation of any such committee and
the delegation of authority thereto shall not operate to relieve
the Board of Directors, or any member thereof, of any
responsibility imposed on it or him by law.

         5.   Any vacancy in the Board of Directors, however
caused or created, may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of
the Board of Directors.  A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor
in office and until his successor is duly elected and qualified.

                               ARTICLE VIII

                                 Officiers

         The officers of the Corporation shall consist of a
President, one or more Vice Presidents as may be prescribed by
the By-laws of the Corporation, a Secretary, and a Treasurer,
each of whom shall be elected by the Board of Directors at such
time and in such manner as may be prescribed by the By-
laws of the Corporation.  Any two or more offices may be held by
the same person except the offices of President and Secretary.

                          ARTICLE IX
                         Meetings of Stockholders

         Meetings of th@ stockholders of the Corporation shall be
held at such place within or without Delaware and at such times
as may be prescribed in the By-laws of the Corporation.  Special
meetings of the stockholders of the Corporation may be called by
the President of the Corporation, the Board of Directors, or by
the record holder or holders of at least ten percent (10%) of all
shares entitled to vote at the meeting.  At any meeting of the
stockholders, except to the extent otherwise provided by law, a
quorum shall consist of a majority of the shares
entitled to vote at the meeting; and, if a quorum is present, the
affirmative vote of the majority of shares represented
at the meeting and entitled to vote thereat shall be the act of
the stockholders unless the vote of a greater number
is required by law.

                                 ARTICLE X

                                  By-laws

  The initial By-laws of the Corporation shall be adopted by its
Board of Directors, in which all shall be vested the power to
alter, amend or repeal the By-laws or to adopt new By-laws.

                                  ARTICLE XI

                       Contracts and Indemnification

         The following provisions are inserted as notice of the
specific intent of the Corporation concerning the management of
the business and the conduct of affairs of the Corporation, and
the same are in furtherance of, and not in limitation or
exclusion of the powers conferred by the laws of the State
of Delaware.

1.       Contracts with Officers and Directors.

         (a)  No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer
is present at or participates in the meeting of the board or
committee thereof which authorizes the contract
or transaction, or solely because his or their votes are counted
for such purpose, if:

         (1)  The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the
board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
may be less than a quorum; or

        (2)   The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or

         (3)  The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors or a committee which
authorizes the contract or transaction.

2.    Indemnification of Officers, Directors, Employees and
Agents; Insurance.

         (a)  The Corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo
contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

         (b)  The Corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at
the'request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem
proper.

         (c)  To the extent that the director, officer, employee
or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) or (b), or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b) of this
Section.  Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(3) by the stockholders.

         (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation as authorized in this Section.

         (f)  The indemnification and advancement of expenses
provided by or granted pursuant to the other subsections of this
Section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office.

         (g)  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation, as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Section.

         (h)  For purposes of this Section, references to "the
Corporation" shall include, in addition to the resulting
Corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers
and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this
Section with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its
separate existence had continued.

         (i)  For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any services as
a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
best interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the Corporation" as
referred to in this Section.

         j)   The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         (k)  The personal liability of a director to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director is eliminated, except that this
provision shall not eliminate the liability of a director (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 Delaware C.orporation Law, or
(iv) for any transaction from which the director derived
an improper . personal benefit.  This provision shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the date when this provision becomes
effective.

         IN WITNESS WHEREOF, the Corporation has caused its
corporate seal to be hereunto affixed and this Restated
Certificate of Incorporation to be signed by its President and
attested by its Secretary this 26th dayof January, 1988.


ATTEST:                            AMBER RESOURCES COMPANY

s/Ardith J. Davis                  s/George M. Schneider

Ardith J. Davis                    George M. Schneider, 
Assistant Secretary                President