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                                    EXHIBIT 3.1
                  ARTICLES OF INCORPORATION OF CUBIC ENERGY, INC.
                                    ARTICLE ONE

     The name of the Corporation is Cubic Energy, Inc.

                                    ARTICLE TWO

     The period of duration of the Corporation is perpetual.

                                   ARTICLE THREE

     The purpose for which the Corporation is organized is to engage in the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.

                                    ARTICLE FOUR

     The total number of shares of all classes of capital stock which the
Corporation has authority to issue is sixty million (60,000,000), of which
(a) fifty million (50,000,000) shares are designated Common Stock, par value
$.05 per share, and (b) ten million (10,000,000) shares are designated
Preferred Stock, par value $.01 per share.

     The following is a statement of the designations, preferences,
limitations, and relative rights, including voting rights, in respect of the
classes of stock of the Corporation and of the authority with respect thereto
expressly vested in the Board of Directors of the Corporation:

A.   Common Stock

     (1) Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common
Stock shall be entitled to vote upon all matters submitted to a vote of the
shareholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

     (2) Subject to the prior rights and preferences, if any, applicable  to
shares of the Preferred Stock or any series thereof, the holders of shares
of the Common Stock shall be entitled to receive such dividends (payable in
cash, stock, or otherwise) as may be declared thereon by the Board of
Directors at any time and from time to time out of any funds of the
Corporation legally available therefor.

     (3) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of
the preferential amounts, if any, to be distributed to the holders of shares
of the Preferred Stock or any series thereof, the holders of shares of the
Common Stock shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its shareholders, ratably in
proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution, or winding-up of the Corporation, as such terms are
used in this Paragraph (3), shall not be deemed to be occasioned by or to
include any merger of the Corporation with or into one or more corporations
or other entities, any acquisition or exchange of the outstanding shares of
one or more classes or series of the Corporation, or any sale, lease,
exchange, or other disposition of all or a part of the assets of the
Corporation.

B.   Preferred Stock

     (4) Shares of the Preferred Stock may be issued from time to time in
one or more series, the shares of each series to have such designations,
preferences, limitations, and relative rights, including voting rights, as
shall be stated and expressed herein or in a resolution or resolutions
providing for the issue of such series adopted by the Board of Directors of
the Corporation. Each such series of Preferred Stock shall be designated so
as to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is hereby expressly
authorized, subject to the limitations provided by law, to establish and
designate series of the Preferred Stock, to fix the number of shares
constituting each series, and to fix the designations and the


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preferences, limitations, and relative rights, including voting rights, of
the shares of each series and the variations of the relative rights and
preferences as between series, and to increase and to decrease the number of
shares constituting each series, provided that the Board of Directors may not
decrease the number of shares within a series to less than the number of
shares within such series that are then issued. The relative powers, rights,
preferences, and limitations may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same series are
identical in all respects, except that shares of any such series issued at
different times may have different dates from which dividends thereon
cumulate. The authority of the Board of Directors of the Corporation with
respect to each series shall include, but shall not be limited to, the
authority to determine the following:

         (a) The designation of such series;

         (b) The number of shares initially constituting such series;

         (c) The rate or rates and the times at which dividends on the shares
of such series shall be paid, the periods in respect of which dividends are
payable, the conditions upon such dividends, the relationship and
preferences, if any, of such dividends to dividends payable on any other
class or series of shares, whether or not such dividends shall be cumulative,
partially cumulative, or noncumulative, if such dividends shall be cumulative
or partially cumulative, the date or dates from and after which, and the
amounts in which, they shall accumulate, whether such dividends shall be
share dividends, cash or other dividends, or any combination thereof, and if
such dividends shall include share dividends, whether such share dividends
shall be payable in shares of the same or any other class or series of shares
of the Corporation (whether now or hereafter authorized), or any combination
thereof and the other terms and conditions, if any, applicable to dividends
on shares of such series. The Board of Directors of the Corporation is hereby
expressly empowered, subject to the limitations provided by law, to authorize
the Corporation to pay share dividends on any class or series of capital
stock of the Corporation (whether now or hereafter authorized) payable in
shares of the same or any other class or series of capital stock of the
Corporation (whether now or hereafter authorized) or any combination thereof;

         (d) Whether or not the shares of such series shall be redeemable or
subject to repurchase at the option of the Corporation or the holder thereof
or upon the happening of a specified event, if such shares shall be
redeemable, the terms and conditions of such redemption, including but not
limited to the date or dates upon or after which such shares shall be
redeemable, the amount per share which shall be payable upon such redemption,
which amount may vary under different conditions and at different redemption
dates, and whether such amount shall be payable in cash, property, or rights,
including securities of the Corporation or another corporation;

         (e) The rights of the holders of shares of such series (which may
vary depending upon the circumstances or nature of such liquidation,
dissolution, or winding up) in the event of voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation and the
relationship or preference, if any, of such rights to rights of holders of
stock of any other class or series. A liquidation, dissolution, or winding up
of the Corporation, as such terms are used in this subparagraph (e), shall
not be deemed to be occasioned by or to include any merger of the Corporation
with or into one or more corporations or other entities, any acquisition or
exchange of the outstanding shares of one or more classes or series of the
Corporation, or any sale, lease, exchange, or other disposition of all or
part of the assets of the Corporation;

         (f) Whether or not the shares of such series shall have voting
powers and, if such shares shall have such voting powers, the terms and
conditions thereof, including, but not limited to, the right of the holders
of such shares to vote as a separate class either alone or with the holders
of shares of one or more other classes or series of stock and the right to
have more (or less) than one vote per share; provided, however, that the
right to cumulate votes for the election of directors is expressly denied and
prohibited;

         (g) Whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund shall be
provided, the terms and conditions thereof;

         (h) Whether or not a purchase fund shall be provided for the shares of
such series and, if such a purchase fund shall be provided, the terms and
conditions thereof;


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         (i) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified
event, shall be convertible into stock of any other class or series and, if
such shares shall be so convertible, the terms and conditions of conversion,
including, but not limited to, any provision for the adjustment of the
conversion rate or the conversion price;

         (j) Whether or not the shares of such series, at the option of
either the Corporation or the holder or upon the happening of a specified
event, are exchangeable for securities, indebtedness, or property of the
Corporation and, if such shares shall be so exchangeable, the terms and
conditions of exchange, including, but not limited to, any provision for the
adjustment of the exchange rate or the exchange price; and

         (k) Any other preferences, limitations, and relative rights as shall
not be inconsistent with the provisions of this Article Four or the
limitations provided by law.

     (5) Except as otherwise required by law or in any resolution of the
Board of Directors creating any series of Preferred Stock, the holders of
shares of Preferred Stock and all series thereof who are entitled to vote
shall vote together with the holders of shares of Common Stock, and not
separately by class.

                                    ARTICLE FIVE

     No holder of any shares of capital stock of the Corporation, whether
now or hereafter authorized, shall, as such holder, have any preemptive or
preferential right to receive, purchase, or subscribe to (a) any unissued or
treasury shares of any class of stock (whether now or hereafter authorized)
of the Corporation, (b) any obligations, evidences of indebtedness, or other
securities of the Corporation convertible into or exchangeable for, or
carrying or accompanied by any rights to receive, purchase, or subscribe to,
any such unissued or treasury shares, (c) any right of subscription to, any
right to receive, or any warrant or option for the purchase of, any of the
foregoing securities, or (d) any other securities that may he issued or sold
by the Corporation.

                                    ARTICLE SIX

     The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of $1,000.00,
consisting of money, labor done, or property actually received.

                                   ARTICLE SEVEN

     Cumulative voting for the election of directors is expressly denied and
prohibited.

                                   ARTICLE EIGHT

     The Corporation has power and authority to indemnify any person to the
fullest extent permitted by law.

                                    ARTICLE NINE

     Any action of the Corporation which, under the provisions of the Texas
Business Corporation Act or any other applicable law, is required to be
authorized or approved by the holders of any specified fraction which is in
excess of one-half or any specified percentage which is in excess of fifty
percent of the outstanding shares (or of any class or series thereof) of the
Corporation shall, notwithstanding any law, be deemed effectively and
properly authorized or approved if authorized or approved by the vote of the
holders of more than fifty percent of the outstanding shares entitled to vote
thereon (or, if the holders of any class or series of the Corporation's
shares shall be entitled by the Texas Business Corporation Act or any other
applicable law to vote thereon separately as a class, by the vote of the
holders of more than fifty percent of the outstanding shares of each such
class or series). Without limiting the generality of the foregoing, the
foregoing provisions of this Article Nine shall be applicable to any required
shareholder authorization or approval of: (a) any amendment to these
articles  of incorporation; (b) any plan of merger, share exchange, or
reorganization  involving the Corporation; (c) any sale, lease, exchange, or


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other disposition of all, or substantially all, the property and assets of
the  Corporation; and (d) any voluntary dissolution of the Corporation.

     Directors of the Corporation shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors of the Corporation at a meeting of shareholders at which a quorum
is present.

     Except as otherwise provided in this Article Nine or as otherwise
required by the Texas Business Corporation Act or other applicable law, with
respect to any matter, the affirmative vote of the holders of a majority of
the Corporation's shares entitled to vote on, and voted for or against, that
matter at a meeting of shareholders at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders.

     Nothing contained in this Article Nine is intended to require
shareholder authorization or approval of any action of the Corporation
whatsoever unless such approval is specifically required by the other
provisions of these articles of incorporation, the bylaws of the Corporation,
or by the Texas Business Corporation Act or other applicable law.

                                    ARTICLE TEN

     The street address of the initial registered office of the Corporation
is 1720 Northwest Highway, Suite 320, Garland, Texas 75041, and  the name of
its initial registered agent at such address is Calvin A. Wallen III.

                                   ARTICLE ELEVEN

     The number of directors constituting the initial Board of Directors is
four (4) and the names and addresses of each person who is to serve as
director until the first annual meeting of shareholders and until such
director's successor is elected and qualified or, if earlier, until such
director's death, resignation, or removal as director, are as follows:

NAME                         ADDRESS

Calvin A. Wallen III         1720 Northwest Highway
                             Suite 320
                             Garland, Texas 75041

Jon S. Ross                  1720 Northwest Highway
                             Suite 320
                             Garland, Texas 75041

Gene C. Howard               1720 Northwest Highway
                             Suite 320
                             Garland, Texas 75041

William Bruggeman            1720 Northwest Highway
                             Suite 320
                             Garland, Texas 75041


                                   ARTICLE TWELVE

     To the fullest extent permitted by applicable law, a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director.

     Any repeal or amendment of this Article Twelve by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the


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Corporation  arising from an act or omission occurring prior to the time of
such repeal or amendment. In addition to the circumstances in which a
director of the Corporation is not personally liable as set forth in the
foregoing provisions of this Article Twelve, a director shall not be liable
to the Corporation or its shareholders to such further extent as permitted by
any law hereafter enacted, including without limitation any subsequent
amendment to the Texas Miscellaneous Corporation Laws Act or the Texas
Business Corporation Act.

                                  ARTICLE THIRTEEN

     Any action which may be taken, or which is required by law or the
Articles of Incorporation or bylaws of the Corporation to be taken, at any
annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall have been signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders
of all shares entitled to vote on the action were present and voted.

                                  ARTICLE FOURTEEN

     The name and address of the incorporator are as follows:

NAME                         ADDRESS

David A. Wood                Wood, Exall & Bonnet, L.L.P.
                             714 Jackson Street, Suite 300
                             Dallas, Texas 75202

IN WITNESS WHEREOF, I have hereunto set my hand this ___th day of August, 1999.


David A. Wood, Incorporator















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