<PAGE>
 
                                                                    EXHIBIT 3(i)
                                                                             E-1
                       RESTATED ARTICLES OF INCORPORATION

                                  ARTICLE ONE


     MEXCO ENERGY CORPORATION, pursuant to the provisions of Article 7-2-107 of
the Colorado Corporation Code, hereby adopts Restated Articles of Incorporation
which accurately copy the Articles of Incorporation and all amendments thereto
that are in effect to date and as further amended by such Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any
provision thereof.

                                  ARTICLE TWO

     The Articles of Incorporation of the corporation are amended by the
Restated Articles of Incorporation as follows:

        The Articles of Incorporation are deleted in their entirety and the
        Restated Articles of Incorporation set out in Exhibit I attached hereto
        are substituted therefor.

                                 ARTICLE THREE

     Each such amendment made by these Restated Articles of Incorporation has
been effected in conformity with the provisions of the Colorado Corporation Code
and such Restated Articles of Incorporation and each such amendment made by the
Restated Articles of Incorporation were duly adopted by the shareholders of the
corporation on the 15/th/ day of September, 1997.
                   ------        ---------

                                  ARTICLE FOUR

     The number of shares outstanding was 1,623,229, and the number of shares
entitled to vote on the Restated Articles of Incorporation as so amended was 
1,623,229, the holders of which



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have signed a written consent to the adoption of such Restated Articles of
Incorporation as so amended.

                                  ARTICLE FIVE

     The Articles of Incorporation and all amendments and supplements thereto
are hereby superseded by the following Restated Articles of Incorporation which
accurately copy the entire text thereof and as amended as above set forth are as
set out in Exhibit I attached hereto.

     DATED SEPTEMBER 15, 1997.
           -------------

                                       MEXCO ENERGY CORPORATION

                                       By: /s/ NICHOLAS TAYLOR
                                         -----------------------------
                                            President


                                       By: /s/ TERRY COX
                                          ----------------------------
                                            Asst. Secretary



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THE STATE OF TEXAS       (S)
                         (S)
COUNTY OF MIDLAND        (S)

     BEFORE ME, a Notary Public, on this day personally appeared Nicholas
                                                                 -------------
C. Taylor , known to me to be the person whose name is subscribed to the 
----------
foregoing document and, being by me first duly sworn, declared that the
statements therein contained are true and correct.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 15/th/ day of
                                                     ------
September, 1997.
---------


[NOTARY SEAL APPEARS HERE] CAROL ANN JOHNSTON     /s/ CAROL ANN JOHNSTON
                          MY COMMISSION EXPIRES   -------------------------
                            February 4, 2001      NOTARY PUBLIC



THE STATE OF TEXAS       (S)
                         (S)
COUNTY OF MIDLAND        (S)

     BEFORE ME, a Notary Public, on this day personally appeared   Terry Cox   ,
                                                                 --------------
known to me to be the person whose name is subscribed to the foregoing document
and, being by me first duly sworn, declared that the statements therein
contained are true and correct.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 15/th/ day of September,
                                                     ------        ---------
1997.


[NOTARY SEAL APPEARS HERE] CAROL ANN JOHNSTON     /s/ CAROL ANN JOHNSTON
                          MY COMMISSION EXPIRES   -------------------------
                            February 4, 2001      NOTARY PUBLIC
                                                  


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                                   EXHIBIT I

                     RESTATED ARTICLES OF INCORPORATION OF
                            MEXCO ENERGY CORPORATION


                                  ARTICLE ONE

     The name of the corporation is MEXCO ENERGY CORPORATION.

                                  ARTICLE TWO

     The period of duration is perpetual.

                                 ARTICLE THREE

     The purpose for which this corporation is organized are:

        To engage in any lawful activity or business and to promote and conduct
        any legitimate object of purpose or purposes permitted under the laws of
        the State of Colorado.

and to enable the corporation to accomplish such purposes, the corporation shall
have and possess and exercise all of the rights, powers and privileges granted
to or conferred upon corporations by the Colorado Business Corporation Act or by
any other law of the State of Colorado or by these Articles of Incorporation,
together with all other rights, powers and privileges incident thereto that
shall or may be necessary or convenient to the conduct of such activities and
business and the achievement of such purposes.

                                 ARTICLE FOUR

     The total number of shares of stock which the corporation shall have
authority to issue is fifty million (50,000,000) divided into two classes:

     A.   One class designated as common stock shall consist of Forty Million
          (40,000,000) shares having a par value of Fifty Cents ($.50) per
          share; and the other class designated as preferred shares shall
          consist of Ten Million (10,000,000) shares having a par value of One
          Dollar ($1.00) per share.

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    B.    The preferences, qualifications, limitations, restrictions in the
          special or relative right in respect to the shares are as follows:

          1.    Shares of Preferred Stock may be issued from time to time in one
                or more series to have distinctive serial designations, as shall
                hereafter be determined in the resolution or resolutions
                providing for the issue of such Preferred Stock from time to
                time adopted by the Board of Directors pursuant to authority as
                so to do which is hereby vested in the Board of Directors.

          2.    Each series of Preferred Stock:

                a.        may have such number of shares;

                b.        may not have voting powers without the prior approval
                          of the holders of a majority of the Common Stock
                          except when dividends are in arrears for twelve (12)
                          months;

                c.        may be subject to redemption at such time or times and
                          at such prices;

                d.        may be entitled to receive dividends (which may be
                          cumulative or noncumulative) at such rate or rates, on
                          such conditions, from such date or dates, and at such
                          times, and payable in preference to, or in relation
                          to, the dividends payable on any other class or
                          classes or series of stock;

                e.        may have such rights upon the dissolution of, or upon
                          any distribution of the assets of, the corporation;

                f.        may be made convertible at not less than book value
                          into, or exchangeable for, shares of any other class
                          or classes (except a class having prior or superior
                          rights and preferences as to dividends or distribution
                          of assets upon liquidation) 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 which such adjustments without the
                          approval of the holders of a majority of the Common
                          Stock;

                g.        may be entitled to the benefit of a sinking fund or
                          purchase fund to be applied to the purchase or
                          redemption of shares of such series in such amount or
                          amounts;

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                h.        may be entitled to the benefit of conditions and
                          restrictions upon the creation of indebtedness of the
                          Corporation or any subsidiary, upon the issue of any
                          additional stock (including additional shares of such
                          series or of any other series) and upon the payment of
                          dividends or the making of other distributions on, and
                          the purchase, redemption or other acquisition by the
                          Corporation or any subsidiary of any outstanding stock
                          of the Corporation; and

                i.        may have such other relative, participating, optional
                          or other special rights, and qualifications,
                          limitations or restrictions thereof;

                all as shall be stated in said resolution or resolutions
                providing for the issue of such Preferred Stock. Except where
                otherwise set forth in the resolution or resolutions adopted by
                the Board of Directors providing for the issue of any series of
                Preferred Stock, the number of shares comprising such series may
                be increased or decreased (but not below the number of shares
                then outstanding) from time to time by like action of the Board
                of Directors.

        3.      Shares of any series of Preferred Stock which have been redeemed
                (whether through the operation of a sinking fund or otherwise)
                or purchased by the Corporation, or which, if convertible or
                exchangeable, have been converted into or exchanged for shares
                of stock of any other class or classes shall have the status of
                authorized and unissued shares of Preferred Stock and may be
                reissued as a part of the series of which they were originally a
                part or may be reclassified and reissued as part of a new series
                of Preferred Stock to be created by resolution or resolutions
                adopted by the Board of Directors providing for the issue of
                any series of Preferred Stock and to any filing required by law.

        4.      Except as otherwise provided by law or by the resolution or
                resolutions of the Board of Directors providing for the issue of
                any series of the Preferred Stock, the Common Stock shall have
                the exclusive right to vote for the election of Directors and
                for all other purposes, each holder of the Common Stock being
                entitled to one vote for each share held.

        Subject to all of the rights of the Preferred Stock or any series
        thereof, the holders of the Common Stock shall be entitled to receive,
        when, as and if declared by the Board of Directors, out of funds legally
        available therefor, dividends payable in case, stock or otherwise.

        Upon any liquidation, dissolution or winding up of the Corporation,
        whether voluntary or involuntary, and after the holders of the Preferred
        Stock of each series shall have been paid in full the amounts to which
        they respectively shall be

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        entitled or a sum sufficient for such payment in full shall have been
        set aside, the remaining 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, to the exclusion of the
        holders of the Preferred Stock

    C.  Each of the 1,623,229 shares of the corporation previously issued having
        a par value of Fifty Center ($0.50) per share, shall be equal to one (1)
        fully paid and nonassessable common share of the corporation having a
        par value of Fifty Cents ($0.50) per share authorized to be issued under
        the Articles of Incorporation as hereby amended. Certificates for common
        shares previously issued and outstanding as of the date of these
        Restated Articles of Incorporation shall remain issued and outstanding
        hereafter.

    No stockholder of this corporation shall, by reason of his/her holding
shares of any class, have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bond or other securities convertible into
or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the Board of Directors, in its discretion from time to time may grant, and at
such price as the Board of Directors in its discretion may fix; and the Board of
Directors may issue shares of any class of this corporation, or any notes,
debentures, bonds or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering any such shares of
any class, either in whole or in part, to the existing stockholders of any
class.

    A cumulative voting by the stockholders of the corporation at any election
for directors is expressly prohibited. The shareholders entitled to vote for
directors in such election shall be entitled to cast one vote per directorship
for each share held, and no more.

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                                 ARTICLE FIVE

    The corporation will not commence business until it has received for
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received,
which sum is not less than One Thousand Dollars ($1,000.00).

                                  ARTICLE SIX

    The post office address of its registered agent is 4988 W. Fair Avenue
Littleton, Colorado, and the name of its registered agent at such address is
Aims McGuinness.

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