# AMENDED AND RESTATED BY-LAWS OF MAGNUM HUNTER
RESOURCES, INC. (JUNE __, 2004)

ARTICLE I  OFFICES

The
principal office of the corporation in the State of Nevada shall be located in the city of
Reno, County of Washoe. The corporation may have such other offices, either within or
without the State of incorporation as the board of directors may designate or as the
business of the corporation may from time to time require.

ARTICLE II 
STOCKHOLDERS

1.    
          ANNUAL MEETING.

The
annual meeting of the stockholders shall be held on such date as is determined by the
board of directors for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.

2.    
          SPECIAL MEETINGS.

Special
meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the president or by the directors, and shall be called by the
president at the request of the holders of not less than ten percent of all the
outstanding shares of the corporation entitled to vote at the meeting.

3.    
          PLACE OF MEETING.

The
directors may designate any place, either within or without the State unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any special
meeting called by the directors. A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.

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 purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than thirty 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 stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon pre-paid.

5.    
          CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For
the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive payment of
any dividend, or in order to make a determination of stockholders for any other proper
purpose, the directors of the corporation shall fix in advance a date as the record date
for any such determination of stockholders, such date in any case to be not more than
thirty days and, in case of a meeting of stockholders, not less than ten days prior to the
date on which the particular action requiring such determination of stockholders is to be
taken. When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall apply to
any adjournment thereof.

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 stockholders, a complete list of the
stockholders 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, which list,
for a period of ten days prior to such meeting, shall be kept on file at the principal
office of the corporation or transfer agent and shall be subject to inspection by any
stockholder 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 stockholder during the whole time of the meeting. The original stock transfer book
shall be prima facie evidence as to who are the stockholders entitled to examine such list
or transfer books or to vote at the meeting of stockholders.

7. QUORUM.

Unless
otherwise provided by law, at any meeting of stockholders one-third of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of the
outstanding shares are 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 stockholders
present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

8. PROXIES.

At
all meetings of stockholders, a stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.

9. VOTING.

Each
stockholder entitled to vote in accordance with the terms and provisions of the
certificate of incorporation and these by-laws shall be entitled to one vote, in person or
by proxy, for each share of stock entitled to vote held by such stockholders. Upon the
demand of any stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided by the
certificate of incorporation or the laws of this State.

10.    
          ORDER OF BUSINESS.

The
order of business at all meetings of the stockholders, shall be as follows:

1.    
          Roll Call.

2.    
          Proof of notice of meeting or waiver of notice.

3.    
          Reading of minutes of preceding meeting.

4.    
          Reports of Officers.

5.    
          Reports of Committees.

6.    
          Election of Directors.

7.    
          Unfinished Business.

8.    
          New Business.

11.    
          INFORMAL ACTION BY STOCKHOLDERS.

Unless
otherwise provided by law, 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 the same percentage of all of the shareholders entitled to vote with
respect to the subject matter thereof as would be required to take such action at a
meeting.

ARTICLE III  BOARD
OF DIRECTORS

1.    
          GENERAL POWERS.

The
business and affairs of the corporation shall be managed by its board of directors. The
directors shall in all cases act as a board, and they may adopt such rules and regulations
for the conduct of their meetings and the management of the corporation, as they may deem
proper, not inconsistent with these by-laws and the laws of this State.

2.    
          NUMBER, TENURE AND QUALIFICATIONS.

The
number of directors of the corporation shall be no less than one or such other minimum
number as is required by law. The directors shall be divided into three (3) classes
designated as Class I, Class II and Class III, respectively. Directors shall be assigned
to each class in accordance with a resolution or resolutions adopted by the board of
directors. At each annual meeting of stockholders, directors shall be elected for a full
term of three (3) years to succeed the directors of the class whose terms expire at such
annual meeting.

3.    
          REGULAR MEETINGS.

A
regular meeting of the directors, shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of stockholders. The
directors may provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.

4.    
          SPECIAL MEETINGS.

Special
meetings of the directors may be called by or at the request of the president or any
director. The person or persons authorized to call special meetings of the directors may
fix the place for holding any special meeting of the directors called by them.

5. NOTICE.

Notice
of any special meeting shall be given at least two days previously thereto by written
notice delivered personally, or by telegram or mailed to each director at his business
address. 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. The attendance of a 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.

6. QUORUM.

At
any meeting of the directors a majority shall constitute a quorum for the transaction of
business, but if less than said number is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further notice.

7.    
          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 directors.

8.    
          NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly
created directorships resulting from an increase in the number of directors and vacancies
occurring in the board for any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office, although less than a
quorum exists. Vacancies occurring by reason of the removal of directors without cause
shall be filled by vote of the stockholders. A director elected to fill a vacancy caused
by resignation, death or removal shall be elected to hold office for the unexpired term of
his predecessor.

9.    
          REMOVAL OF DIRECTORS.

Any
or all of the directors may be removed for cause by vote of the stockholders or by action
of the board. Directors may be removed without cause only by vote of the stockholders.

10. RESIGNATION.

A
director may resign at any time by giving written notice to the board, the president or
the secretary of the corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.

11. COMPENSATION.

No
compensation shall be paid to directors, as such, for their services, but by resolution of
the board a fixed sum and expenses for actual attendance at each regular or special
meeting of the board may be authorized. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and receiving
compensation therefor.

12.    
          PRESUMPTION OF ASSENT.

A director
of the corporation who is present at a meeting of the directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

13.    
          EXECUTIVE AND OTHER COMMITTEES.

The
board, by resolution, may designate from among its members an executive committee and
other committees, each consisting of three or more directors. Each such committee shall
serve at the pleasure of the board.

ARTICLE IV  OFFICERS

1. NUMBER.

The
officers of the corporation shall be a president, a vice-president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
directors.

2.    
          ELECTION AND TERM OF OFFICE.

The
officers of the corporation to be elected by the directors shall be elected annually at
the first meeting of the directors held after each annual meeting of the stockholders.
Each officer shall hold office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall have been removed in
the manner hereinafter provided.

3. REMOVAL.

Any
officer or agent elected or appointed by the directors may be removed by the directors
whenever in their judgment the best interests of the corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of the person
so removed.

4. VACANCIES.

A
vacancy in any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the directors for the unexpired portion of the term.

5. PRESIDENT.

The
president shall be the principal executive officer of the corporation and, subject to the
control of the directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of the
stockholders and of the directors. He may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the directors, certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the
directors have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the directors from time to time.

6.    
          VICE-PRESIDENT.

In
the absence of the president or in event of his death, inability or refusal to act, the
vice-president shall perform the duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the president. The
vice-president shall perform such other duties as from time to time may be assigned to him
by the President or by the directors.

7. SECRETARY.

The
secretary shall keep the minutes of the stockholders and of the directors
meetings in one or more books provided for that purpose, see that all notices are duly
given in accordance with the provisions of these by-laws or as required, be custodian of
the corporate records and of the seal of the corporation and keep a register of the post
office address of each stockholder which shall be furnished to the secretary by such
stockholder, have general charge of the stock transfer books of the corporation and in
general perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the directors.

8. TREASURER.

If
required by the directors, the treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as the directors shall determine.
He shall have charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance with these
by-laws and in general perform all of the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president or by the
directors.

9. SALARIES.

The
salaries of the officers shall be fixed from time to time by the directors and no officer
shall be prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.

ARTICLE V 
CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS.

The
directors may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances.

2. LOANS.

No
loans shall be contracted on behalf of the corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution of the directors. Such
authority may be general or confined to specific instances.

3.    
          CHECKS, DRAFTS, ETC.

All
checks, drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the directors.

4. DEPOSITS.

All
funds of the corporation not otherwise employed shall be deposited from time to time to
the credit of the corporation in such banks, trust companies or other depositories as the
directors may select.

ARTICLE VI 
CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.    
          CERTIFICATES FOR SHARES.

Certificates
representing shares of the corporation shall be in such form as shall be determined by the
directors. Such certificates shall be signed by the president and by the secretary or by
such other officers authorized by law and by the directors. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the directors may prescribe.

2.    
          TRANSFERS OF SHARES.

(a)    
          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, and
          cancel the old certificate; every such transfer shall be entered on the transfer
          book of the corporation which shall be kept at its principal office.

(b)    
          The corporation shall be entitled to treat the holder of record of any share as
          the holder in fact thereof, and, accordingly, shall not be bound to recognize
          any equitable or other claim to or interest in such share on the part of any
          other person whether or not it shall have express or other notice thereof,
          except as expressly provided by the laws of this state.

ARTICLE VII  FISCAL
YEAR

The
fiscal year of the corporation shall end on the last day of such month in each year as the
directors may prescribe.

ARTICLE VIII 
DIVIDENDS

The
directors may from time to time declare, and the corporation may pay, dividends on its
outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE IX  SEAL

The
directors shall provide a corporate seal which shall be circular in form and shall have
inscribed thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, Corporate Seal.

ARTICLE X  WAIVER
OF NOTICE

Unless
otherwise provided by law, whenever any notice is required to be given to any stockholder
or director of the corporation under the provisions of these by-laws or under the
provisions of the articles of incorporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI 
AMENDMENTS

These
by-laws may be altered, amended or repealed and new by-laws may be adopted by action of
the board of directors.

ARTICLE XII 
EXEMPTION FROM INTERESTED STOCKHOLDERCOMBINATION PROVISIONS

The
Corporation hereby elects on October 22, 1991, not to be subject to the provisions of
Sections 43 through 70 of Assembly Bill No. 655, passed by the 1991 Nevada Legislature and
signed into law, which deal with combinations between resident domestic corporations and
interested stockholders.

ARTICLE XIII 
INDEMNIFICATION

1.    
          INDEMNIFICATION; ADVANCEMENT OF EXPENSES.

The
corporation shall indemnify each director and each officer of the corporation to the
fullest extent permitted by Nevada General Corporation Law as the same exists or may
hereafter be amended.

The
corporation shall pay expenses incurred by each director and each officer in defending any
civil, criminal, administrative, or investigative action, suit or proceeding in advance of
the final disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it should be ultimately
determined that he or she is not entitled to be indemnified by the corporation as
authorized by Nevada General Corporation Law.

All
rights to indemnification and to the advancement of expenses granted herein shall be
deemed to arise out of a contract between the corporation and each person who is entitled
to indemnification from the corporation and this right may be evidence by a separate
contract between the corporation and each indemnified person; and such rights shall be
effective in respect of all actions commenced after the date of the commencement of the
corporate existence of the corporation, whether arising from acts or omissions occurring
before or after such date.

Any
amendment, modification or repeal of any of the provisions in this Article XIII, Section 1
shall not adversely affect any right or protection of a director or an officer of the
corporation for or with respect to any act or omission of such director occurring prior to
such amendment or repeal.

2.    
          INDEMNIFICATION OF EMPLOYEES AND AGENTS.

The
corporation may, to the extent authorized from time to time by the board of directors,
grant rights to indemnification and to the advancement of expenses to any employee or
agent of the corporation to the fullest extent permitted by the provisions of Article
XIII, Section 1 of these by-laws, the articles of incorporation and Nevada General
Corporation Law.

|                                             |                                          
|-------------------------------------------- | -----------------------------------------
|Date:  _____________________________________ | /s/Morgan F. Johnston Assistant Secretary

# AMENDMENT NO. 1 TO AMENDED AND RESTATED
BY-LAWS OF MAGNUM HUNTER RESOURCES, INC.

Effective
as of April 5, 2005, the Amended and Restated By-laws dated June 29, 2004 (the
Bylaws) of Magnum Hunter Resources, Inc., a Nevada corporation (the
Corporation), are amended in the following respects:

1.       
          Section 4 of Article II of the Bylaws is hereby amended and restated to read in
          its entirety as follows:

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 purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty 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 stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon pre-paid.

2.       
          Section 5 of Article II of the Corporations Bylaws is hereby amended and
          restated to read in its entirety as follows:

5.       
          CLOSING OF TRANSFER BOOKS OR FIXING OR RECORD DATE.

For
the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive payment of
any dividend, or in order to make a determination of stockholders for any other proper
purpose, the directors of the corporation shall fix in advance a date as the record date
for any such determination of stockholders, such date in any case to be not more than
sixty days and, in case of a meeting of stockholders, not less than ten days prior to the
date on which the particular action requiring such determination of stockholders is to be
taken. When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall apply to
any adjournment thereof.

The
undersigned Secretary of the Corporation hereby certifies that the foregoing amendments to
the Corporations By-laws were duly adopted by the Board of Directors of the
Corporation as of April 5, 2005, effective as of such date.

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| | MAGNUM HUNTER RESOURCES, INC. By:/s/Morgan F. Johnston Morgan F.  Johnston,   Senior  Vice  President,   General  Counsel and Secretary