<PAGE>   1
                                                                     EXHIBIT 3.2


                          CERTIFICATE OF INCORPORATION

                                       OF

                             MERCURY AIR GROUP, INC.

      The undersigned natural person, acting as an incorporator of a corporation
under the General Corporation Law of Delaware, hereby adopts the following
Certificate of Incorporation for such corporation:

                                    ARTICLE I
                                      NAME

      The name of the corporation is Mercury Air Group, Inc. (the
"CORPORATION").


                                   ARTICLE II
                                     PURPOSE

      The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.


                                   ARTICLE III
                                     SHARES

      The aggregate number of shares which the Corporation has authority to
issue is eighteen million (18,000,000) shares of common stock, $.01 par value
per share, and three million (3,000,000) shares of preferred stock, $.01 par
value per share. The shares are designated as common stock and have identical
rights and privileges in every respect.

                                   ARTICLE IV
                           DENIAL OF PREEMPTIVE RIGHTS

      Except as may be set forth in a written agreement executed by an
authorized representative of the Corporation, no stockholder of the Corporation
or other person shall have any preemptive right to purchase or subscribe to any
shares of any class or any notes, debentures, options, warrants or other
securities, now or hereafter authorized.

                                    ARTICLE V
                           REGISTERED OFFICE AND AGENT

      The street address of the initial registered office of the Corporation is
1209 Orange Street, Wilmington, Delaware 19801 and the name of its initial
registered agent at such address is The Corporation Trust Company.

                                   ARTICLE VI
                                INITIAL DIRECTORS

      The number of directors constituting the initial Board of Directors is
five (5) and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders, or until their
successor or successors are elected and qualify are:

<PAGE>   2

      Philip J. Fagan, Jr., M.D.          Harold T. Bowling
      P.O. Box 438                        3335 Dona Rosa Drive
      Zephyr Cove, NV  89448              Studio City, CA  91604

      Joseph A. Czyzyk                    Robert L. List
      Mercury Air Group, Inc.             511 17th Street
      5456 McConnell Avenue               Golden, CO  80401
      Los Angeles, CA  90066

      Frederick H. Kopko, Jr.
      McBreen & Kopko
      20 North Wacker Drive, Suite 2520
      Chicago, IL  60606


                                   ARTICLE VII
                  LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

      To the greatest extent permitted by applicable law, no director (including
any advisory director) of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, the foregoing shall not limit the liability of a
director (including any advisory 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 Title 8 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.


                                  ARTICLE VIII
                                    INDEMNITY

      SECTION 8.1 The Corporation shall 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 such person 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, or by reason of any action alleged to
have been taken or omitted in such capacity, against costs, charges, expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person or on such person's behalf in
connection with such action, suit or proceeding and any appeal therefrom, if
such person acted in good faith and in a manner such person 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
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not meet the standards of conduct set forth in this Section 8.1.

      SECTION 8.2 The Corporation shall 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 such person 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, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by such person or on such person's behalf in connection with
the defense or settlement of such action or suit and any appeal therefrom, if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation, 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 for gross negligence or
misconduct in the performance of such person's duty to the Corporation unless
and only to the extent that the Court of Chancery of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the circumstances
of the case, such

<PAGE>   3

person is fairly and reasonably entitled to indemnity for such costs, charges
and expenses which the Court of Chancery or such other court shall deem proper.

      SECTION 8.3 Notwithstanding the other provisions of this Article VIII, to
the extent that a Director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit or
proceeding referred to in Sections 8.1 and 8.2, or in the defense of any claim,
issue or matter therein, such person shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by such person or on such person's behalf in connection therewith.

      SECTION 8.4 Any indemnification under Sections 8.1 and 8.2 (unless ordered
by a court) shall be paid by the Corporation unless a determination is made (i)
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 (ii) 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
(iii) by the stockholders, that indemnification of the Director, officer,
employee or agent is not proper in the circumstances because such person has not
met the applicable standards of conduct set forth in Sections 8.1 and 8.2.

      SECTION 8.5 Costs, charges and expenses (including attorneys, fees)
incurred by a person referred to in Sections 8.1 and 8.2 in defending a civil or
criminal action, suit or proceeding (including investigations by any government
agency and all costs, charges and expenses incurred in preparing for any
threatened action, suit or proceeding) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding; provided,
however, that the payment of such costs, charges and expenses incurred by a
Director or officer in such person's capacity as a Director or officer (and not
in any other capacity in which service was or is rendered by such person while a
Director or officer) in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by or on behalf of
the Director or officer to repay all amounts so advanced in the event that it
shall ultimately be determined that such Director or officer is not entitled to
be indemnified by the Corporation as authorized in this Article VIII. No
security shall be required for such undertaking and such undertaking shall be
accepted without reference to the recipient's financial ability to make
repayment. The repayment of such charges and expenses incurred by other
employees and agents of the Corporation which are paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as permitted
by this Section 8.5 may be required upon such terms and conditions, if any, as
the Board of Directors deems appropriate. The Board of Directors may, in the
manner set forth above, and subject to the approval of such Director, officer,
employee or agent of the Corporation, authorize the Corporation's counsel to
represent such person, in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

      SECTION 8.6 Any indemnification under Sections 8.1, 8.2 or 8.3 or advance
of costs, charges and expenses under Section 8.5 shall be made promptly, and in
any event within 30 days, upon the written request of the Director, officer,
employee or agent directed to the Secretary of the Corporation. The right to
indemnification or advances as granted by this Article VIII shall be enforceable
by the Director, officer, employee or agent in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within 30 days. Such person's costs and expenses
incurred in connection with successfully establishing such person's right to
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of costs,
charges and expenses under Section 8.5 where the required undertaking, if any,
has been received by the Corporation) that the claimant has not met the standard
of conduct set forth in Sections 8.1 or 8.2, but the burden of proving that such
standard of conduct has not been met shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, its independent
legal counsel, and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because such person has met the applicable standard of conduct
set forth in Sections 8.1 and 8.2, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

      SECTION 8.7 The indemnification provided by this Article VIII shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any law (common or statutory),

<PAGE>   4

agreement, vote of stockholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding office or while employed by or acting as agent for the
Corporation, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. All rights to indemnification under
this Article VIII shall be deemed to be a contract between the Corporation and
each Director, officer, employee or agent of the Corporation who serves or
served in such capacity at any time while this Article VIII is in effect. No
amendment or repeal of this Article VIII or of any relevant provisions of the
Delaware General Corporation Law or any other applicable laws shall adversely
affect or deny to any Director, officer, employee or agent any rights to
indemnification which such person may have, or change or release any obligations
of the Corporation, under this Article VIII with respect to any costs, charges,
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement which arise out of an action, suit or proceeding based in whole or
substantial part on any act or failure to act, actual or alleged, which takes
place before or while this Article VIII is in effect. The provisions of this
Section 8.7 shall apply to any such action, suit or proceeding whenever
commenced, including any such action, suit or proceeding commenced after any
amendment or repeal of this Article VIII.

      SECTION 8.8 For purposes of this Article VIII:

            (i) "THE CORPORATION" shall include 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 the provisions of this
      Article VIII with respect to the resulting or surviving corporation as
      such person would have with respect to such constituent corporation if its
      separate existence had continued;

            (ii) "OTHER ENTERPRISES" shall include employee benefit plans,
      including, but not limited to, any employee benefit plan of the
      Corporation;

            (iii) "SERVING AT THE REQUEST OF THE CORPORATION" shall include any
      service which imposes duties on, or involves services by, a Director,
      officer, employee, or agent of the Corporation with respect to an employee
      benefit plan, its participants, or beneficiaries, including acting as a
      fiduciary thereof;

            (iv) "FINES" shall include any penalties and any excise or similar
      taxes assessed on a person with respect to an employee benefit plan;

            (v) A person who acted in good faith and in a manner such person
      reasonably believed to be in the 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 Sections 8.1 and 8.2; and

            (vi) Service as a partner, trustee or member of management or
      similar committee of a partnership or joint venture, or as a Director,
      officer, employee or agent of a corporation which is a partner, trustee or
      joint venturer, shall be considered service as a Director, officer,
      employee or agent of the partnership, joint venture, trust or other
      enterprise.

      SECTION 8.9 If this Article VIII or any portion hereof shall be
invalidated on any ground by a court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, officer, employee and
agent of the Corporation as to costs, charges and expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Article VIII that shall
not have been invalidated and to the full extent permitted by applicable law.

      SECTION 8.10 The Corporation shall 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

<PAGE>   5

as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person or on such person's behalf in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article VIII, provided that such insurance is
available on acceptable terms as determined by a vote of a majority of the
entire Board of Directors.

                                   ARTICLE IX
                                     BYLAWS

      The Bylaws of the Corporation may be amended or repealed, or new Bylaws
may be adopted, (i) by the Board of Directors of the Corporation at any duly
held meeting or pursuant to a written consent in lieu of such meeting, or (ii)
by the holders of a majority of the shares represented at any duly held meeting
of stockholders, provided that notice of such proposed action shall have been
contained in the notice of any such meeting, or pursuant to a written consent
signed by the holders of a majority of the outstanding shares entitled to vote
thereon.

                                    ARTICLE X
                                  INCORPORATOR

      The name and address of the incorporator is:

                      The Corporation Trust Company
                      1209 Orange Street
                      Wilmington, DE  19801

      The undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly I have hereunto set my hand this the ___ day of October, 2000.



                                        ----------------------------------------