RESTATED AND AMENDED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        THE HOME-STAKE OIL & GAS COMPANY

To:      The Secretary of State of the State of Oklahoma
         State Capitol Building
         Oklahoma City, Oklahoma  73105


     The  undersigned  Oklahoma  corporation,  for the  purpose of  adopting  an
amended and restated  Certificate of  Incorporation  pursuant to section 1080 of
the Oklahoma General Corporation Act, hereby states that:

     1. The name of the  corporation  is The  Home-Stake  Oil & Gas Company (the
"Corporation").

     2. The date the  Corporation's  original  Certificate of Incorporation  was
filed was March 12, 1917, and the Certificate of Incorporation  was last amended
on June 29, 1994.

     3. The Certificate of  Incorporation of this Corporation is hereby restated
and amended to read in its entirety as follows:

                                  ARTICLE ONE

     The name of the Corporation is The Home-Stake Oil & Gas Company.

                                   ARTICLE TWO

     The address of the  Corporation's  registered agent and office in the State
of Oklahoma is 15 E. 5th Street,  Suite 2800,  Tulsa,  Oklahoma  74103,  and its
registered agent's name is Robert C. Simpson.

                                  ARTICLE THREE

     The Corporation shall have perpetual existence.

                                  ARTICLE FOUR

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


                                       -1-

<PAGE>



                                  ARTICLE FIVE

     The  aggregate  number of shares of all classes of capital  stock which the
Corporation  has authority to issue is 14,000,000,  of which  12,000,000  shares
shall be Common Stock, with a par value of $0.01 per share, and 2,000,000 shares
shall be Preferred Stock, with a par value of $1.00 per share.

     The designations and the preferences,  conversion and other rights,  voting
powers, restrictions,  limitations as to dividends, qualifications and terms and
conditions of redemption of the shares of each class of stock are as follows:

                                 Preferred Stock

          The  Preferred  stock may be issued  from time to time by the Board of
     Directors as shares of one or more  series.  The  description  of shares of
     each series of Preferred Stock,  including any preferences,  conversion and
     other rights,  voting  powers,  restrictions,  limitations as to dividends,
     qualifications and terms and conditions of redemption shall be as set forth
     in  resolutions  adopted by the Board of Directors and in a Certificate  of
     Designations  filed  as  required  by law  from  time to time  prior to the
     issuance of any shares of such series.

          The Board of Directors is expressly authorized,  prior to issuance, by
     adopting  resolutions  providing  for the issuance  of, or providing  for a
     change in the number of shares of any particular  series of Preferred Stock
     and,  if and to the extent  from time to time  required by law, by filing a
     Certificate  of  Designations  to set or change  the number of shares to be
     included in each series of Preferred  Stock and to set or change in any one
     or more respects the designations, preferences, conversion or other rights,
     voting powers, restrictions, limitations as to dividends, qualifications or
     terms and  conditions  of  redemption  relating  to the shares of each such
     series.  Notwithstanding the foregoing, the Board of Directors shall not be
     authorized  to change the right of the Common Stock of the  Corporation  to
     vote one vote per share on all matters  submitted for  shareholder  action.
     The  authority  of the Board of  Directors  with  respect to each series of
     Preferred  Stock shall include,  but not be limited to, setting or changing
     the following:

               (a) the  distinctive  serial  designation  of such series and the
          number of shares constituting such series (provided that the aggregate
          number of shares  constituting all series of Preferred Stock shall not
          exceed 2,000,000);

               (b) the annual  dividend  rate on shares of such series,  whether
          dividends shall be cumulative and, if so, from which date or dates;


                                       -2-

<PAGE>



               (c) whether the shares of such series shall be redeemable and, if
          so, the terms and conditions of such redemption, including the date or
          dates upon and after which such shares  shall be  redeemable,  and the
          amount per share payable in case of redemption,  which amount may vary
          under different conditions and at different redemption dates;

               (d) the  obligation,  if any, of the Corporation to retire shares
          of such series pursuant to a sinking fund;

               (e) whether shares of such series shall be  convertible  into, or
          exchangeable  for,  shares of stock of any other class or classes and,
          if so,  the terms  and  conditions  of such  conversion  or  exchange,
          including  the price or prices or the rate or rates of  conversion  or
          exchange and the terms of adjustment, if any;

               (f) whether the shares of such series  shall have voting  rights,
          in addition  to the voting  rights  provided  by law,  and, if so, the
          terms of such voting rights;

               (g) the  rights  of the  shares  of such  series  in the event of
          voluntary or involuntary liquidation, dissolution or winding-up of the
          Corporation; and

               (h)   any   other   relative   rights,    powers,    preferences,
          qualifications,  limitations or restrictions  thereof relating to such
          series.

          The shares of  Preferred  Stock of any one series  shall be  identical
          with each other in all  respects  as to the dates from and after which
          dividends thereon shall cumulate, if cumulative.

                                  Common Stock

          Subject  to all of the  rights  of the  Preferred  Stock as  expressly
     provided  herein,  by law or by the  Board of  Directors  pursuant  to this
     Article Five,  the Common Stock of the  Corporation  shall possess all such
     rights and privileges as are afforded to capital stock by applicable law in
     the absence of any express grant of rights or privileges herein, including,
     by not limited to, the following rights and privileges:

          (a)  dividends  may be declared and paid or set apart for payment upon
     the  Common  Stock out of any  assets or funds of the  Corporation  legally
     available for the payment of dividends;

          (b) the  holders of Common  Stock shall have the right to vote for the
     election  of  directors  and on all  other  matters  requiring  shareholder
     action, each share being entitled to one vote; and


                                       -3-

<PAGE>



          (c) upon the  voluntary or  involuntary  liquidation,  dissolution  or
     winding-up of the Corporation,  the net assets of the Corporation  shall be
     distributed  pro rata to the holders of the Common Stock in accordance with
     their respective rights and interests.

                                   ARTICLE SIX

     The  amount  of  stated  capital  which  the  Corporation   shall  have  is
$2,120,000.


                                  ARTICLE SEVEN

                            [Intentionally omitted.]

                                  ARTICLE EIGHT

     The business of the  Corporation  shall be managed under the direction of a
Board of  Directors.  The number of directors  constituting  the entire Board of
Directors shall be not less than three (3) directors, nor more than fifteen (15)
directors,  the exact number  within such limits to be  determined  from time to
time by resolution  adopted by the affirmative  vote of a majority of the entire
Board of Directors;  provided however, that the number of directors shall not be
reduced so as to shorten the term of any  director  at that time in office;  and
provided further, that the number of directors  constituting the entire Board of
Directors  shall be seven (7) until  otherwise fixed by a majority of the entire
Board of Directors.

                                  ARTICLE NINE

     To the fullest extent permitted by the Oklahoma General  Corporation Act as
the same exists on the date hereof or may  hereafter  be amended,  a director of
the Corporation  shall not be liable to the Corporation or its  shareholders for
monetary damages for breach of fiduciary duty as a director.  No amendment to or
repeal of this  Article  shall apply to or have any effect on the  liability  or
alleged  liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

                                   ARTICLE TEN

     Any action  which may be or is required to be taken at an annual or special
meeting of the  shareholders  of the Corporation may be taken without a meeting,
without prior notice and without a vote, only if all of the  shareholders of the
Corporation entitled to vote thereon consent to such action in writing.


                                       -4-

<PAGE>



                                 ARTICLE ELEVEN

          1. As used in this Article:

               (a)  "Acquiring  Person"  means a Person who makes or proposes to
          make, or Persons acting as a "group" as defined in Section 13(d)(3) of
          the Securities  Exchange Act of 1934, as amended,  who make or propose
          to  make  a  Control  Share  Acquisition;   provided,   however,  that
          "Acquiring Person" does not include the Corporation;

               (b)  "Affiliate"  means  a  Person  who  directly  or  indirectly
          controls  the  Corporation.  For purposes of this  Article,  "control"
          means the  possession,  direct or indirect,  of the power to direct or
          cause the direction of the management and policies of the Corporation,
          whether  through the ownership of Shares,  by contract,  or otherwise.
          Beneficial  Ownership of ten percent (10%) or more of All Voting Power
          of the Corporation by a Person, except by a Person holding such voting
          power in good faith as an agent, bank, broker,  nominee,  custodian or
          trustee for one or more beneficial  owners who do not  individually or
          as a group control the  Corporation,  creates a presumption  that such
          Person controls the Corporation;

               (c) "All Voting Power" means the aggregate  voting power that the
          Shareholders  of  the  Corporation  would  have  in  the  election  of
          directors generally but for this Article;

               (d) "Beneficial  Ownership"  shall have the same meaning ascribed
          to such term by Rule 13d-3 under the Securities  Exchange Act of 1934,
          as amended;

               (e) "Competing  Control Share  Acquisition" means a Control Share
          Acquisition or proposed Control Share  Acquisition that is the subject
          of an acquiring person statement delivered to the Corporation pursuant
          to Section 2 of this Article not less than twenty-five (25) days prior
          to the scheduled  annual or special  meeting date which has been or is
          required to be established  pursuant to such Section with respect to a
          pending Control Share Acquisition;

               (f) "Control  Share  Acquisition"  means the  acquisition  by any
          Person of ownership  of, or the power to direct the exercise of voting
          power with respect to, Control  Shares.  "Control  Share  Acquisition"
          does not include acquisition of any Control Shares if such acquisition
          is made in good faith and not for the  purpose of  circumventing  this
          Article in any of the following circumstances:

                    (1) In the  ordinary  course of business by a Person for the
               benefit of others  when such Person is able to exercise or direct
               the  exercise  of  votes  of  such  acquired  Shares  only  after
               requesting further instruction from others;

                    (2) Before the adoption of this Article;


                                       -5-

<PAGE>



                    (3) Pursuant to a contract  entered into before the adoption
               of this Article;

                    (4) Pursuant to the laws of descent and distribution;

                    (5) Pursuant  to  the  satisfaction  of a  pledge  or  other
               security interest;

                    (6) Pursuant to a merger,  consolidation,  or acquisition of
               Shares   effected  in  compliance   with  the  Oklahoma   General
               Corporation  Act, if the  Corporation is a party to the agreement
               of merger, consolidation, or acquisition of Shares;

                    (7) By a donee  receiving  Shares pursuant to an inter vivos
               gift;

                    (8) An increase in voting  power  resulting  from any action
               taken by the Corporation,  provided the Person whose voting power
               is thereby affected is not an Affiliate of the Corporation;

                    (9)  Pursuant  to the  solicitation  of  proxies  subject to
               Regulation  14A under the  Securities  Exchange  Act of 1934,  as
               amended,  or in  case  the  Corporation  is not  subject  to such
               Regulation  14A, the  solicitation  of proxies in accordance with
               the laws of the State of Oklahoma;

                    (10)  Pursuant  to a  transfer  between  or among  Immediate
               Family  Members,  or between or among persons under direct common
               control;

                    (11) From any Person whose  previous  acquisition  of Shares
               would  have  constituted  a  Control  Share  Acquisition  but for
               subsections  (1) through (10) above and (12) below,  provided the
               acquisition  does not  result  in the  Acquiring  Person  holding
               voting  power  within a higher range of voting power than that of
               the Person from whom the Control Shares were acquired; or

                    (12) By a Person of  additional  Shares  within the range of
               voting power for which such Person has received approval pursuant
               to Section 5 of this  Article or within the range of voting power
               resulting  from Shares  acquired in a  transaction  described  in
               subsections (1) through (11) above;

               (g) "Control  Shares"  means Shares that,  but for this  Article,
          would have voting power, when added to all other Shares, whether owned
          of record or through Beneficial Ownership by an Acquiring Person or in
          respect to which such  Acquiring  Person  may  exercise  or direct the
          exercise of voting power, that would increase the voting power of, and

                                                        -6-

<PAGE>



         entitle such Acquiring  Person  immediately  after  acquisition of such
         Shares,  directly or indirectly,  to exercise or direct the exercise of
         the voting power of the Corporation in the election of directors within
         any of the following ranges of voting power:

                    (1) One-fifth (1/5) or more but less than one-third (1/3) of
               All Voting Power;

                    (2) One-third  (1/3) or more but less than a majority of All
               Voting Power; or

                    (3) A majority or more of All Voting Power;

               (h)  "Immediate  Family Member" means any relative or spouse of a
          Person, or any relative of such spouse,  who has the same home as such
          Person;

               (i) "Interested  Shares" means the Shares in respect of which any
          of the following  Persons may exercise or direct the  exercise,  as of
          the applicable  record date, of the voting power of the Corporation in
          the  election of  directors  other than solely by the  authority  of a
          revocable proxy:

                    (1) The Acquiring Person;

                    (2) Any officer of the  Corporation;  or

                    (3) Any employee of the  Corporation  who is also a director
               of the Corporation;

               (j) "Noninterested Shares" means all Shares other than Interested
          Shares.

               (k)  "Person"  means any  individual,  corporation,  partnership,
          unincorporated association or other entity;

               (l) The "Shareholders" means the owners of the Shares; and

               (m)  "Shares"  means shares of capital  stock of the  Corporation
          entitled  to vote  on any  matter  pursuant  to the  Oklahoma  General
          Corporation Act, the By-Laws of the Corporation or this Certificate of
          Incorporation.

          2.  Any  Acquiring  Person  who  proposes  to  make  a  Control  Share
     Acquisition  may, at such Person's  election,  and any Acquiring Person who
     has made a Control Share  Acquisition  shall,  deliver an acquiring  person
     statement   ("Acquiring  Person  Statement")  to  the  Corporation  at  its
     registered office in Tulsa,  Oklahoma.  The Acquiring Person Statement must
     set forth the following:


                                                        -7-

<PAGE>



               (a) The identity of the Acquiring Person;

               (b) A statement  that the  Acquiring  Person  Statement  is given
          pursuant to this Article;

               (c) The number of Shares owned, directly or indirectly, by the
               Acquiring  Person,  the  acquisition   date(s)  thereof  and  the
          price(s) at which such Shares were acquired;

               (d) The voting power to which the Acquiring Person,  but for this
          Article, would be entitled;

               (e) A form of resolution (the  "Resolution")  to be considered by
          the Shareholders pursuant to this Article; and

               (f) If the Control Share Acquisition has not yet occurred,

                    (1) a description  in reasonable  detail of the terms of the
               proposed Control Share Acquisition, and

                    (2) representations of the Acquiring Person, together with a
               statement in  reasonable  detail of the facts upon which they are
               based,   that  the  proposed   Control  Share   Acquisition,   if
               consummated,  will not be contrary to law, and that the Acquiring
               Person has the  financial  capacity to make the proposed  Control
               Share Acquisition.

          3.   (a) If at the time of delivery of an Acquiring Person  Statement,
          the Acquiring  Person requests a special  meeting of the  Shareholders
          and gives an  undertaking  to pay the  Corporation's  expenses  of the
          special meeting,  within ten (10) days thereafter the directors of the
          Corporation  shall call a special meeting of the  Shareholders for the
          purpose of  considering  the voting  rights to be accorded  the shares
          acquired in a Control Share Acquisition.

               (b)  Unless  the  Acquiring  Person  agrees in writing to another
          date, the special meeting of  Shareholders  shall be held within fifty
          (50) days after receipt by the Corporation of the request.

               (c) If no request is made,  the voting  rights to be accorded the
          shares acquired in the Control Share Acquisition shall be presented to
          the next special or annual meeting of Shareholders.

               (d) If the Acquiring Person so requests in writing at the time of
          delivery of the Acquiring Person Statement,  the special meeting shall
          not be  held  sooner  than  thirty  (30)  days  after  receipt  by the
          Corporation of the Acquiring Person Statement.

                                       -8-

<PAGE>



          4.   (a) If a special meeting of Shareholders is requested as provided
          in Section 3 of this Article,  notice of the special  meeting shall be
          given as promptly as reasonably  practicable by the Corporation to all
          Shareholders  of record  as of the  record  date set for the  meeting,
          whether or not they are entitled to vote at the meeting.

               (b) Notice of the special or annual  meeting of  Shareholders  at
          which the  voting  rights  are to be  considered  must  include  or be
          accompanied by both of the following:

                    (1) A copy of the Acquiring Person Statement; and

                    (2) A statement by the Board of Directors of the Corporation
               of its  position  or  recommendation,  or  that it is  taking  no
               position  or  making  no  recommendation,  with  respect  to  the
               proposed Control Share Acquisition.

          5.   (a) All votes cast for or against the Resolution contained in the
          Acquiring Person Statement must be identified as Noninterested Shares.
          To be approved,  the Resolution must receive the affirmative vote of a
          majority of All Voting Power excluding all Interested  Shares.  If the
          Resolution is not  approved,  the  Acquiring  Person,  not sooner than
          twelve (12) months after disapproval of the Resolution,  may present a
          new  resolution  for a vote of the  Shareholders  in  accordance  with
          Sections  3 and  4 of  this  Article  at  any  subsequent  meeting  of
          Shareholders.

               (b) A proxy  relating  to a meeting  of  Shareholders  to be held
          pursuant to Section 3 of this Article  shall be  solicited  separately
          from the offer to purchase or  solicitation of an offer to sell shares
          of the Corporation.

          6.   After a  Control  Share  Acquisition  occurs,  Control  Shares of
          the Acquiring Person have only the following voting rights:

               (a)  Subject to the  provisions  of  subsections  (b) through (d)
          below,  the voting  power of Control  Shares  having  voting  power of
          one-fifth  (1/5) or more of All Voting Power is reduced to zero unless
          the Shareholders of the Corporation approve a resolution,  pursuant to
          the  procedures  set  forth in  Sections  3, 4 and 5 of this  Article,
          according  such  Control  Shares  the same  voting  rights as they had
          before they became Control Shares;

               (b) Except as  provided  in  Section  5(a) of this  Article,  the
          voting power of Control Shares  representing voting power of less than
          one-fifth (1/5) of All Voting Power is not affected by this Article;

               (c) If Control  Shares of the Acquiring  Person  previously  have
          been  accorded,  pursuant to the procedures set forth in Sections 3, 4
          and 5 of this  Article,  the same  voting  rights they had before they
          became  Control  Shares,  or if such Control Shares were acquired in a
          transaction   excluded   from  the   definition   of  "Control   Share
          Acquisition", then only the voting power of Control Shares acquired in

                                       -9-

<PAGE>



          a subsequent Control Share Acquisition by such Acquiring Person within
          a higher range of voting power shall be reduced to zero; and

               (d) The voting  rights of Control  Shares are  restored  to those
          accorded such Shares prior to the Control Share  Acquisition in any of
          the following circumstances:

                    (1) If, by reason of subsequent issuances of Shares or other
               transactions  by the  Corporation,  the  voting  power  of  those
               Control  Shares is reduced  to a range of voting  power for which
               approval has been granted or is not required; or

                    (2)  Upon  transfer  to a  Person  other  than an  Acquiring
               Person; or

                    (3) The  expiration  of three (3) years  after the date of a
               vote of the Shareholders,  pursuant to Section 5 of this Article,
               failing to approve  the  Resolution  according  voting  rights to
               those Control Shares; or

                    (4) If the Resolution receives the affirmative votes
                  of a majority of All Voting Power,  excluding  all  Interested
                  Shares, pursuant to Section 5 of this Article.

          7.   (a) In the event that a Competing  Control Share  Acquisition  is
          made  or  proposed,  the  Corporation  shall,  at  the  option  of the
          Acquiring Person making the Competing Control Share Acquisition,  call
          for a vote of the Shareholders to consider the resolution  relating to
          the voting rights of the Competing  Control Share  Acquisition  at the
          same  meeting  that has been or is to be called to consider the voting
          rights of the  pending  Control  Share  Acquisition.  In the event the
          Acquiring Person making the Competing  Control Share  Acquisition does
          not elect in writing  to have the  resolution  relating  to the voting
          rights of the Competing  Control Share  Acquisition  considered at the
          same  meeting,  any vote shall be held as  provided  in this  Article,
          except  that in such case no vote  shall be  called  on the  Competing
          Control  Share  Acquisition  prior to the  earlier  of the vote on the
          Resolution  relating  to voting  rights of the pending  Control  Share
          Acquisition or fifty-one (51) days after receipt by the Corporation of
          the request for a meeting by the  Acquiring  Person making the pending
          Control Share Acquisition.

               (b) If more  than one  resolution  relating  to a  Control  Share
          Acquisition  is  to be  considered  at  any  meeting  or  at  meetings
          scheduled  for or  occurring  on the same  day,  all such  resolutions
          relating to the voting rights of Acquiring Persons shall be considered
          by the Shareholders in the order in which the initial Acquiring Person
          Statements  relating to such Control Share Acquisitions were delivered
          to  the   Corporation.   However,   no  resolution   approved  by  the
          Shareholders  shall  become  effective  until  midnight of the date on
          which the respective Shareholder approval occurs.


                                      -10-

<PAGE>



               (c) If  resolutions  relating  to two (2) or more  Control  Share
          Acquisitions are subject to shareholder vote pursuant to this Article,
          shares held by an Acquiring  Person are considered  Interested  Shares
          only for  purposes  of a vote on a  resolution  relating  to a Control
          Share Acquisition by that same Acquiring Person.

          8.   (a) In the event  Control  Shares  acquired  in a  Control  Share
          Acquisition  are accorded full voting rights and the Acquiring  Person
          has acquired  Control Shares with a majority of All Voting Power,  all
          Shareholders of the Corporation shall have dissenters'  rights. (b) As
          soon as  practicable  after such  events have  occurred,  the Board of
          Directors shall cause a notice to be sent to all Shareholders advising
          them of the facts and that they have dissenters' rights to receive the
          fair value of their  Shares  pursuant to Section  1091 of the Oklahoma
          General Corporation Act, as amended from time to time.

               (c) As used in this  Section  8, "fair  value"  means a value not
          less than the highest price paid per share by the Acquiring  Person in
          the Control Share Acquisition.

          9. Should any conflict  arise  between the  provisions of this Article
     and the provisions of the Oklahoma  General  Corporation Act or other laws,
     the  provisions of this Article  shall  control to the extent  permitted by
     law.

                                 ARTICLE TWELVE

     In  furtherance  and not in limitation of the powers  conferred by statute,
the Board of Directors of the  Corporation  is  expressly  authorized  to adopt,
amend or repeal the Bylaws of the Corporation.

                                ARTICLE THIRTEEN

     The  Corporation  may,  as  determined  by the  Board of  Directors  of the
Corporation,  indemnify and advance expenses to a director, officer, employee or
agent to the maximum extent  permitted by and in accordance with Section 1031 of
the Oklahoma  General  Corporation  Act as the same exists on the date hereof or
may hereafter be amended.

                                ARTICLE FOURTEEN

     All  rights,  privileges,  immunities,  restrictions,   penalties,  duties,
obligations and  liabilities of the  Corporation and of the  shareholders of the
Corporation shall be governed solely by the Oklahoma General  Corporation Act as
the same exists on the date hereof or may hereafter be amended."

     4.  This  Restated  and  Amended  Certificate  of  Incorporation   contains
amendments to the  Certificate of  Incorporation  which required the approval of
the shareholders of the Corporation.


                                      -11-

<PAGE>


     5. The amendments to the Certificate of  Incorporation  were set forth in a
resolution duly adopted by the Board of Directors which declared the adoption of
the  amendments to the  Certificate of  Incorporation  to be advisable and which
ordered that the amendments to the Certificate of Incorporation be considered by
the shareholders of the Corporation entitled to vote thereon.

     6. The amendments to the Certificate of Incorporation  were duly adopted by
the affirmative  vote of the holders of all of the requisite number of shares of
issued and  outstanding  shares of the  Corporation's  common stock at a Special
Meeting of the  shareholders of the Corporation  held on December 11, 1997. Such
approval by the Corporation shareholders was sufficient to adopt and approve the
amendments to the Certificate of Incorporation.

     IN WITNESS  WHEREOF,  The  Home-Stake  Oil & Gas  Company  has caused  this
Restated  and Amended  Certificate  of  Incorporation  to be signed by its Chief
Executive  Officer  and  President,  who  hereby  verifies  that the  statements
contained  herein are true and accurate to the best of his knowledge and belief,
and duly attested by its Secretary this 7th day of January, 1998.


                                 The Home-Stake Oil & Gas Company

                                 By:  /s/ Robert C. Simpson
                                      --------------------------------
                                      Robert C. Simpson
                                      Chief Executive Officer and President

ATTEST:

By:  /s/ Chris K. Corcoran
     -----------------------------
      Its Secretary

                                      -12-

<PAGE>