AMENDED AND RESTATED
                         ARTICLES OF INCORPORATION
                                    OF
                       FORMAN PETROLEUM CORPORATION


     Forman   Petroleum   Corporation,   a   Louisiana   corporation   (the
"Corporation"),  acting through its undersigned Chief Executive Officer and
Assistant Secretary  and  by  authority  of  its  shareholders and Board of
Directors, does hereby certify that:

     FIRST:  The Amended and Restated Articles of Incorporation  set  forth
in paragraph Fifth below accurately set forth the Articles of Incorporation
of the Corporation and all amendments thereto in effect on the date hereof,
including  the changes made by the amendments described in paragraph Fourth
below.  Immediately  prior  hereto,  the  authorized  capital  stock of the
Corporation  consisted  of  2,200,000  shares  of  capital stock, 1,000,000
shares of which were Preferred Stock, $0.01 par value  per share, 1,000,000
shares  of  which  were Common Stock, no par value per share,  and  200,000
shares of which were Class A Common Stock, no par value per share.

     SECOND:  All such  amendments  have  been  effected in conformity with
law.

     THIRD:  The date of incorporation of the Corporation  was  December 9,
1982,  and the date of these Amended and Restated Articles of Incorporation
is January 14, 2000.

     FOURTH:   Acting  by  written consent of sole voting shareholder dated
January 13, 2000, pursuant  to  Section  76(B)  of  the  Louisiana Business
Corporation  Law  and Articles VI and IX of the Corporation's  articles  of
incorporation, the  holders  of  100%  of  the outstanding voting shares of
Common  Stock  of  the  Corporation  entitled  to   vote  thereon,  adopted
resolutions (i) amending the Articles of Incorporation  of  the Corporation
as  in  effect prior to the date thereof by amending Article III,  amending
and redesignating  Articles  VI through XI, deleting Articles IV through V,
and adding a new Article VIII,  as  set forth in paragraph Fifth below, and
(ii)  restating  the  Articles of Incorporation  as  so  amended  in  their
entirety, all effective as of January 14, 2000.

     FIFTH:  The Amended  and  Restated  Articles  of  Incorporation of the
Corporation are as follows:

                                 ARTICLE I
                                   Name

     The name of the corporation shall be:  FORMAN PETROLEUM CORPORATION.

<PAGE>

                                ARTICLE II
                                  Purpose

     This corporation is formed for the purposes of engaging  in any lawful
activity for which corporations may be formed under the provisions  of  the
Business Corporations Law (Title 42, Chapter 1, Louisiana Revised Statutes,
as amended).

                                ARTICLE III
                               Capital Stock

     The  Corporation  has  authority  to  issue an aggregate of 11,000,000
shares of capital stock, of which 10,000,000  shares  shall  be  designated
Common  Stock,  no  par value per share (the "Common Stock"), and 1,000,000
shares shall be designated  Preferred Stock, $0.01 par value per share (the
"Preferred Stock").  The Corporation  shall  be prohibited from issuing any
nonvoting capital stock.

     The  Board  of  Directors  shall  have the authority  to  amend  these
Articles of Incorporation to fix the preferences,  limitations and relative
rights of the Preferred Stock, and each series thereof.

                                ARTICLE IV
                                 Directors

     The number of directors of the Corporation shall be fixed from time to
time by, or in the manner provided by, its By-laws and  may be increased or
decreased from time to time in the manner provided therein.

                                 ARTICLE V
                                 Reversion

     Cash, property or share dividends, shares issuable to  shareholders in
connection  with a reclassification of stock, and the redemption  price  of
redeemed shares,  that are not claimed by the shareholders entitled thereto
within one year after  the  dividend  or redemption price became payable or
the shares became issuable despite reasonable efforts by the Corporation to
pay the dividend or redemption price or  deliver  the  certificates for the
shares to such shareholders within such time, shall, at  the  expiration of
such   time,   revert  in  full  ownership  to  the  Corporation,  and  the
Corporation's obligation  to pay such dividend or redemption price or issue
such shares, as the case may  be,  shall thereupon cease; provided that the
Board of Directors may, at any time, for any reason satisfactory to it, but
need not, authorize (a) payment of the  amount  of  any  cash  or  property
dividend  or  redemption price or (b) issuance of any shares, ownership  of
which has reverted  to  the  Corporation  pursuant  to this article, to the
person or entity who or which would be entitled thereto  had such reversion
not occurred.




<PAGE>
                                ARTICLE VI
                           Shareholder Consents

     Whenever by law, these Articles of Incorporation are the Corporation's
By-laws, the affirmative vote of shareholders is required  to  authorize or
constitute corporate action, the written consent to such action  signed  by
shareholders holding that proportion of the total voting power necessary to
authorize  or constitute such corporate action shall be sufficient, without
necessity for  a meeting of shareholders.  The secretary of the Corporation
shall give prompt  notice  to  all  of the shareholders of the action taken
pursuant to a written consent.

                                ARTICLE VII
                      Shareholder Voting Requirements

     Any corporate action of shareholders, including by way of illustration
and  not  limitation,  adoption  of  amendments   to   these   Articles  of
Incorporation,  approval  of  merger  and  consolidation  agreements,   and
authorization  of  voluntary disposition of all or substantially all of the
Corporation's assets, may be taken on the affirmative vote of a majority of
the voting power present.

                               ARTICLE VIII
                            Directors' Proxies

     Any director absent  from  a  meeting of the Board of Directors or any
committee thereof may be represented  by any other director or shareholder,
who  may  cast the vote of the absent director  according  to  the  written
instructions, general or special, of the absent director.

                                ARTICLE IX
                Limitation of Liability and Indemnification

     A.   No  director or officer of the Corporation shall be liable to the
Corporation or  to  its shareholders for monetary damages for breach of his
fiduciary  duty as a director  or  officer,  provided  that  the  foregoing
provision shall  not  eliminate  or  limit  the  liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
shareholders;  (2)  acts or omissions not in good faith  or  which  involve
intentional misconduct  or  a  knowing  violation of law; (3) liability for
unlawful distributions of the Corporation's  assets  to,  or redemptions or
repurchases   of   the  Corporation's  shares  from  shareholders  of   the
Corporation, under and  to the extent provided in La. R.S. 12:92(D); or (4)
any transaction from which  he  derived  an improper personal benefit.  If,
after the date hereof, the Louisiana Business Corporation Law is amended to
authorize  further  elimination or limitation  the  personal  liability  of
directors or officers,  then  the  liability of a director or an officer of
the  Corporation shall be eliminated  or  limited  to  the  fullest  extent
permitted by the Louisiana Business Corporation Law, as so amended.

     B.   The  Board  of  Directors  may (i) cause the Corporation to enter
into contracts with directors providing for the limitation of liability set
forth in this article to the fullest extent  permitted  by  law, (ii) adopt
By-laws  or resolutions, or cause the Corporation to enter into  contracts,
providing  for indemnification of directors and officers of the Corporation
and other persons  (including  but not limited to directors and officers of
the Corporation's direct and indirect  subsidiaries)  to the fullest extent
permitted  by law, and (iii) cause the Corporation to exercise  the  powers
set forth in La. R.S. <section> 12.83F, notwithstanding that some or all of
the members  of the Board of Directors acting with respect to the foregoing
may be parties to such contracts or beneficiaries thereof.

     C.   In addition  to any other votes required by law or these Articles
of Incorporation (and notwithstanding the fact that a lesser percentage may
be specified by law or these  Articles  of  Incorporation), the affirmative
vote  of the holders of at least 80% of the total  voting  power  shall  be
required  to  repeal  this article or to amend this article so as to reduce
the  limitation  of  liability   set   forth   herein   or  the  rights  to
indemnification  or the powers of the Board of Directors provided  in  this
article, and any amendment  or  repeal  of this article shall not adversely
affect any indemnification or limitation  of  liability  of  a  director or
officer of the Corporation under this article with respect to any action or
inaction occurring prior to the time of such amendment or repeal.

     These Amended and Restated Articles of Incorporation are dated January
14, 2000.



                                               FORMAN PETROLEUM CORPORATION



                                          /s/ McLain Forman
                                       ------------------------------------
                                                  McLain Forman
                                            Chief Executive Officer


                                          /s/ Marvin Gay
                                       -------------------------------------
                                                    Marvin Gay
                                                Assistant Secretary