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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ATLAS AMERICA, INC.

Atlas America, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "GCL"), does
hereby certify as follows:

(1) The name of the Corporation is Atlas America, Inc. The original certificate
of incorporation of the Corporation was filed with the office of the Secretary
of State of the State of Delaware on September 27, 2000.

(2) This Amended and Restated Certificate of Incorporation was duly adopted by
the Board of Directors and sole stockholder of the Corporation in accordance
with Sections 242 and 245 of the GCL.


(3) This Amended and Restated Certificate of Incorporation restates and
integrates and amends the Certificate of Incorporation of the Corporation, as
heretofore amended or supplemented.

(4) The text of the Certificate of Incorporation is restated in its entirety as
follows:

FIRST: Name. The name of the Corporation is Atlas America, Inc.

SECOND: Agent for Service. The address of the registered office of the
Corporation in the State of Delaware shall be at 110 S. Poplar Street, Suite
101, City of Wilmington, County of New Castle; and the name of its registered
agent at such address shall be Andrew Lubin.

THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware (the "GCL").

FOURTH: Capital Stock.

(a) Authorized Capital Stock. The total number of shares of stock which the
Corporation shall have authority to issue is 50,000,000 shares of capital stock,
consisting of (i) 49,000,000 shares of common stock, each having a par value of
$0.01 per share (the "Common Stock"), and (ii) 1,000,000 shares of preferred
stock, each having a par value of $0.01 per share (the "Preferred Stock").

(b) Preferred Stock. The Board of Directors is hereby expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock in one or
more classes or series, and to fix for each such class or series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series, including, without
limitation, the authority to provide that any such class or series may be (i)


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subject to redemption at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates (which may be fixed or variable), on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series; (iii) entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates of exchange and with such adjustments; all as may be stated in such
resolution or resolutions.

FIFTH: Directors. The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(a) Business and Affairs of the Corporation. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

(b) Number of Directors; No Ballot Required for Election. The number
of directors of the Corporation shall be as from time to time fixed by, or in
the manner provided in, the Bylaws of the Corporation (the "Bylaws"). The
election of the directors need not be by ballot unless the Bylaws shall so
provide.

(c) Vacancies; Removal. Subject to the terms of any one or more classes or
series of Preferred Stock, any vacancy on the Board of Directors may be filled
by the affirmative vote or consent of the holders of at least a majority of the
voting power of the Corporation's then outstanding capital stock entitled to
vote generally in the election of directors and, if such vacancy shall not have
been so filled within 30 days, by a majority of the Board of Directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor.
Subject to the rights, if any, of the holders of shares of Preferred Stock then
outstanding, any or all of the directors of the Corporation may be removed from
office at any time, with or without cause, and any vacancies thereby created may
be filled by the affirmative vote or consent of the holders of at least a
majority of the voting power of the Corporation's then outstanding capital stock
entitled to vote generally in the election of directors.

SIXTH: Director Liability. No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the GCL as the same exists or may
hereafter be amended. If the GCL is amended hereafter to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
authorized by the GCL, as so amended. Any repeal or modification of this Article
SIXTH shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.


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SEVENTH: Indemnification. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article SEVENTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition. The Corporation may, to the extent authorized
from time to time by the Board of Directors, provide rights to indemnification
and to the advancement of expenses to employees and agents of the Corporation
similar to those conferred in this Article SEVENTH to directors and officers of
the Corporation. The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Certificate of
Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise. Any repeal or modification
of this Article SEVENTH shall not adversely affect any rights to indemnification
and to the advancement of expenses of a director or officer of the Corporation
existing at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.

EIGHTH: Amendment of Bylaws. In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of Directors
shall have the power to adopt, amend, alter or repeal the Corporation's Bylaws.

NINTH: Amendment of Certificate of Incorporation. The Corporation reserves the
right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed in this
Certificate of Incorporation, the Corporation's Bylaws or the GCL, and all
rights herein conferred upon stockholders are granted subject to such
reservation.

                      [SIGNATURE APPEARS ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed on its behalf this 20th day of
April, 2004.


                                            By:_________________________
                                            Name: Michael Yecies
                                            Its: Assistant Secretary



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