RESTATED ARTICLES OF INCORPORATION
                            WITH AMENDMENTS
                                  OF
                         ARETE INDUSTRIES, INC. 

Pursuant to the provisions of the Colorado Business Corporation Act, 
the undersigned corporation adopts the following amended and restated 
Articles of Incorporation.  These articles correctly set forth the 
provisions of the Articles of Incorporation, as amended, and supersede 
the original Articles of Incorporation and all amendments thereto.

                           ARTICLE I
                             Name
The name of the Corporation shall be:       

Arete Industries, Inc. 

                        ARTICLE II
                     Purposes and Powers

The purpose for which this corporation is organized is to transact 
any lawful business or businesses for which corporations may be 
incorporated pursuant to the Colorado Business Corporation Act, 
1973 Colorado Revised Statutes, 7-101-101 et. seq. including, 
but not limited to, such business or businesses as shall be 
specified in writing by the board of directors in the bylaws.


                        ARTICLE III
                          Capital 
	
The aggregate number of capital shares which the corporation
shall have authority to issue is Five Hundred Million 
(500,000,000).  Except for any class or series of common 
or preferred shares that may be subsequently established 
from time to time by resolution of the board of directors
pursuant to this Article III, each capital share of this 
corporation shall be a voting Common Share without par value,
shall have unlimited voting rights, and shall be entitled to 
receive the net assets of the corporation upon dissolution.  
Issuance of fractional shares is expressly authorized in 
the discretion of the board of directors or as provided for 
in the bylaws.

The board of directors of this corporation shall have the 
authority to establish by resolution different classes 
or series of common or preferred shares and, within the 
limitations provided by the Colorado Business Corporation 
Act, 7-106-102, or any similar provision as may later be 
adopted, to fix by resolution the voting powers, 
designations, preferences, and relative participating, 
optional, or other special rights, and the qualifications, 
limitations, or restrictions of the shares of any such
class or series so established.

The shares of the corporation may be issued for consideration
as may be fixed from time to time by the board of directors 
of the corporation, which consideration may consist of any 
tangible or intangible property or benefit to the corporation
including cash, promissory notes, services performed and 
any other securities of the corporation.  The judgment of 
the board of directors as to the value of any property or 
services received shall, in the absence of fraud or bad 
faith, be conclusive upon all persons for adequacy of
consideration received with respect to whether such shares 
are validly issued, fully paid and nonassessable. Upon receipt
of the consideration for which the board of directors has 
authorized the issuance of shares, the shares so issued therefore 
shall be deemed fully paid and nonassessable.

Except as otherwise provided in the bylaws, the board of 
directors may authorize the issuance by the corporation 
of some or all of the shares of any or all of its classes 
or series without certificates.  Within a reasonable time 
after the issuance or transfer of shares without certificates, 
the corporation shall send to the shareholder a written statement
of the information required on certificates pursuant to the 
provisions of subsections (2) and (4) of 7-106-206 and 
7-106-208 of the Colorado Business Corporation Act, or any 
similar provision as may later be adopted.

                       ARTICLE IV
                    Period of Duration

This corporation shall exist perpetually unless dissolved 
according to law.


                       ARTICLE V
                  No Cumulative Voting

At the election of directors of the corporation, directors 
shall be elected by a majority vote of the shareholders, and 
the cumulative system of voting of shares of stock shall 
not be allowed.


                      ARTICLE VI
           Restriction on Transfer of Shares

Transfer or registration of transfer of all, or any part of 
the shares of the corporation may be restricted by these 
Articles or any amendment hereto, the bylaws, an agreement 
among shareholders, or an agreement among shareholders and 
the corporation.  The corporation is authorized to become 
party to agreements entered into by any of its shareholders 
including holders of rights convertible into, or carrying a 
right to subscribe for, or acquire shares.  The board of 
directors is hereby authorized on behalf of the corporation 
to exercise the corporation's right to so impose such 
restrictions.

                           ARTICLE VII
                        Board of Directors

The number of directors shall be fixed in accordance with the 
bylaws.  The number of directors may be increased or decreased 
at any time by the adoption of or amendment to the bylaws, but 
no decrease shall have the effect of shortening the term of any 
incumbent director.  In the absence of any provision in the 
bylaws fixing the number of directors, the number shall be 
the same as provided in these Articles of Incorporation.  The 
number of directors shall be not less than three, except 
there need be only as many directors as there are shareholders
in the event that the outstanding shares are held by fewer than 
three shareholders.

A director shall be a natural person who is eighteen years of 
age or older and need not be a resident of the state of Colorado 
or a shareholder unless the bylaws so prescribe.

The board of directors may at any time appoint an advisory board 
consisting of directors, non-directors, shareholders and/or non-
shareholders for the purpose of advising and counseling the board
of directors, and may compensate such advisory board members in 
the manner provided in the bylaws or as determined by the board 
of directors in their sole discretion in the absence of a bylaw 
provision.  Such advisory board shall serve in an advisory 
capacity only and membership per se shall not carry or impute 
the status of a director, officer, fiduciary, employee or agent 
of the corporation.  Members of any such advisory board shall 
not, solely by virtue of holding such position, have any express
or implied authority to act on behalf of the corporation, nor 
shall be deemed to hold any of the duties and responsibilities 
of a director, officer, fiduciary, employee or agent of the 
corporation to any member thereof.  The corporation shall 
indemnify any advisory board member and shall advance 
reasonable legal costs and expenses to the fullest extent 
permitted by law and/or as set forth in these Articles or 
in the bylaws, whichever provision is the most liberal.   

                          ARTICLE VIII
      Indemnification/Limitation of Liability of Directors

The corporation shall, to the fullest extent permitted by the 
provisions of the Colorado Business Corporation Act, 7-109-101 
to 7-109-107, inclusive, as the same may be amended and supplemented, 
indemnify any and all persons whom it shall have power to indemnify 
under said sections from and against any and all of the expenses, 
liabilities or other matters referred to in or covered by said 
sections, and the indemnification provided for herein shall not 
be deemed exclusive of any other rights to which those indemnified 
may be entitled under any bylaw, agreement, vote of stockholders or 
disinterested directors or otherwise, both as to action in his 
official capacity and as to action in another capacity while 
holding such office, and shall continue as to a person who has 
ceased to be a director, officer, employee, fiduciary or agent 
and shall inure to the benefit of the heirs, executors and 
administrators of such person.

Pursuant to the Colorado Business Corporation Act, 7-108-402, 
directors of the corporation shall not be liable to the corporation 
or its shareholders for monetary damages for breach of fiduciary 
duty as a director of the corporation except that this provisions 
shall not eliminate or limit the liability of a director to the 
corporation or its shareholders for: (i) monetary damages for 
any breach of such director's duty of loyalty to the corporation 
or to its shareholders; (ii) for any acts or omissions not in 
good faith or which involve intentional misconduct or a 
knowing violation of law; (iii) for any acts specified in 
the Colorado Business Corporation Act, 7-108-403, or (iv) 
for any transaction from which the director derived an 
improper personal benefit.  

In accordance with the Colorado Business Corporation Act 
7-109-108, as may be amended or supplemented, the corporation 
may purchase and maintain insurance on behalf of any person 
who is or was a director, officer, employee, fiduciary, or 
agent of the corporation or who, while a director, officer, 
employee, fiduciary or agent of the corporation is or was 
serving at the request of the corporation as a director, 
officer, employee, fiduciary, or agent of another corporation, 
partnership, joint venture, trust, or other enterprise against 
any liability asserted against him and incurred by him in any 
such capacity or arising out of his status as such, whether or
not the corporation would have the power to indemnify him 
against such liability under provisions of this Article X.  

Notwithstanding the foregoing, the corporation grants to 
its officers, directors, fiduciaries and agents any more 
expansive indemnification rights now or in the future 
created by case law or granted by statute in the State of Colorado.  


                          ARTICLE IX
               Transactions with Interested Directors

No contract or other transaction between the corporation and one
(1) or more of its directors or officers or any other corporation, 
firm, association, or entity in which one (1) or more of its 
directors or officers are directors or officers or are financially 
interested shall be either void or voidable or be enjoined, set 
aside, or give rise to an award of damages or other sanctions 
solely because of such relationship or interest, or solely 
because such directors or officers are present at the meeting 
of the board of directors or a committee thereof which authorizes, 
approves, or ratifies such contract or transaction, or solely 
because their votes are counted for such purpose if:

     (i)     The material facts as to such relationship or interest and 
as to the subject transaction are disclosed or are known to the 
board of directors or committee, and the board of directors or 
committee in good faith authorizes, approves or ratifies the 
contract or transaction by the affirmative vote of a majority 
of the disinterested directors, even though the disinterested 
directors are less than a quorum; or 

     (ii)     The material facts as to such relationship or 
interest and as to the subject transaction are disclosed or 
are known to the shareholders entitled to vote thereon and 
the contract or transaction is authorized, approved, or 
ratified in good faith by vote or written consent of the 
shareholders; or

     (iii)     The contract or transaction was fair and 
reasonable to the corporation as of the time it is authorized, 
approved, or ratified by the board of directors, a committee 
thereof or the shareholders.

Common or interested directors may be counted in determining 
the presence of a quorum at a meeting of the board of directors 
or a committee thereof which authorizes, approves, or ratifies 
such contract or transaction.

                           ARTICLE X
                      Dividend Restrictions

This corporation may pay dividends in cash, property, or its 
own shares, and may redeem its shares at their fair market 
value or their face value except: (i) when the corporation 
is insolvent;  or (ii) if after such dividend or distribution 
the corporation's total assets would be less than the sum 
of its total liabilities plus (unless these Articles of 
Incorporation or any subsequent amendment hereto, provide 
otherwise) the amount that would be needed, if the corporation 
were to be dissolved at the time of the distribution, to 
satisfy the preferential rights upon dissolution of 
shareholders whose preferential rights are superior to 
those receiving the distribution; and (iii) subject to 
the provisions of the Colorado Business Corporation Act, 
7-106-401, as amended, or any subsequent amendment thereof.

                          ARTICLE XI
             Quorum and Action of Shareholders

One Third (1/3) of the shares entitled to vote, represented 
in person or by proxy, shall constitute a quorum at a meeting 
of shareholders, and the affirmative vote of fifty-one percent 
(51%) of the shares represented at the meeting and entitled 
to vote on the subject matter shall be the act of the shareholders.  
Such action of the shareholders may be taken at a meeting called 
for such purpose or in such manner as provided for in the bylaws.

                         ARTICLE XII
                    Voting of Shareholders

The shareholders, by vote or concurrence of a majority of the 
outstanding shares of the corporation, or any class or series 
thereof, entitled to vote on the subject matter, may take any 
action which, except for this Article, would require a two-thirds 
vote under the Colorado Business Corporation Act, as amended.

                        ARTICLE XIII
                Regulation of Internal Affairs

The internal affairs of the corporation shall be regulated as 
provided for in the bylaws.  The initial bylaws may be adopted 
by the initial incorporation(s) or by the initial board of 
directors.  The power to alter, amend, or repeal the bylaws 
or to adopt new bylaws shall be vested in the board of 
directors.  The bylaws may contain any provision for the 
regulation and management of the affairs of the corporation 
not inconsistent with the Colorado Business Corporation Act, 
as the same may be amended or supplemented or by these 
Articles of Incorporation.

All corporate powers shall be exercised by or under the 
authority of the board of directors.  The business and 
affairs of the corporation shall be managed under the 
direction of the board of directors, or as provided for 
in the bylaws, any committee of directors under such 
delegation of authority by the full board of directors 
as is permitted under the Colorado Business Corporation 
Act, 7-108-206, as amended or supplemented.


                          ARTICLE XIV
                Restriction on Purchase of Shares

This corporation shall have the right to purchase, take, 
receive, redeem or otherwise acquire, hold, own, pledge, 
transfer or otherwise dispose of its own shares in 
accordance with the Colorado Business Corporation Act, 
Section 7-103-102, as amended, or any subsequent amendment 
thereof.


                          VERIFICATION

The undersigned being the Secretary of the within corporation 
certifies that the foregoing Restated Articles of 
Incorporation with Amendments were adopted by shareholder 
vote at a meeting of shareholders held on September 1, 
1998, in which the number of votes cast for the amendment 
by the shareholders as a whole including each voting 
group entitled to vote separately on the amendment was 
sufficient for approval by such shareholders and/or that 
voting group. 

IN WITNESS WHEREOF, the above-named Secretary hereby verifies 
that the foregoing are true and correct copy of the Restated 
Articles of Incorporation with Amendments duly approved by 
shareholders of the corporation at a meeting held on 
September 1, 1998. 

Date:				Fred C. Boethling, Secretary