State of Delaware
     Secretary of State
  Division of Corporations
Delivered 12:00 PM  06/03/2010
 FILED 12:00 PM  06/03/2010
SRV 100627877 - 3863714 FILE

             RESTATED CERTIFICATE OF INCORPORATION
                              of
                         OMAGINE, INC.

     Omagine, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does
hereby certify under the seal of the Corporation as follows:

     1.  The name of the Corporation is Omagine, Inc.  The
Corporation was originally incorporated as Alfa International
Holdings Corp.

     2.  The Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on
the 8th day of October, 2004.

     3.  The Corporation has filed four Certificates of
Amendment to its Certificate of Incorporation with the Secretary
of State of Delaware on the following dates:

               (a)    May 19, 2005
               (b)    June 13, 2007
               (c)    January 22, 2008
               (d)    December 30, 2009

     4.  This Restated Certificate of Incorporation was duly
adopted by the Corporation's Board of Directors in accordance
with Section 245 of the General Corporation Law of the State of
Delaware and only restates and integrates, but does not further
amend the provisions of the Corporation's Certificate of
Incorporation as such Certificate of Incorporation has been
amended or supplemented.

     5.  The text of the Certificate of Incorporation of the
Corporation is hereby restated to read in full, as follows:

     FIRST:   The name of the Corporation is OMAGINE, INC.

     SECOND:   Its principal place of business in the State of
Delaware is to be located at 2711 Centerville Road, Wilmington,
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County of New Castle, State of Delaware, 19808.  The registered
agent in charge thereof is The Company Corporation at the same
address as above.

     THIRD:   The nature of the business and the objects and
purposes proposed to be transacted, promoted and carried on, are
to do any and all things herein mentioned, as fully and to the
same extent as natural persons might or could do, and in any
part of the world, viz:

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

     FOURTH:   The Corporation shall be authorized to issue two
(2) classes of stock. One class shall be designated as Common
Stock and shall be the voting stock of the Corporation. The
total number of Shares of Common Stock that the Corporation is
authorized to issue is fifty million (50,000,000) shares, with a
par value of one-tenth of one cent ($0.001) each. The other
class of stock the Corporation shall have authority to issue
shall be designated as Preferred Stock, and shall be non-voting
stock of the Corporation. The total number of Shares of
Preferred Stock that the Corporation shall have authority to
issue shall be eight hundred fifty thousand (850,000) Shares
which shall have a par value of one-tenth of one cent ($0.001)
each and which may be issued in series by the Board of Directors
from time to time. The terms, conditions and character of the
Shares of Preferred Stock shall be fixed by the Board of
Directors of the Corporation prior to the time of any such
Preferred Stock Shares are issued by the Corporation.

     FIFTH:   The Directors shall have the power to make and to
alter or amend the by-laws; to fix the amount to be reserved as
working capital and to authorize and to cause to be executed
mortgages and liens without limit as to the amount upon the
property and franchise of the Corporation.

With the consent in writing and pursuant to a vote of the
holders of a majority of the capital stock issued and
outstanding, the Directors shall have the authority to dispose,
in any manner, of the whole property of this Corporation.

The by-laws shall determine whether and to what extent the
accounts and books of this Corporation, or any of them shall be
open to the inspection of the stockholders; and no stockholder
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shall have any right of inspecting any account, or book or
document of the Corporation, except as conferred by the laws or
by-laws or by resolution of the stockholders.

The stockholders and Directors shall have power to hold their
meetings and keep books and records outside of the State of
Delaware, at such places as may be from time to time designated
by the by-laws or by resolution of the stockholders or
Directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers
specified in the third paragraph hereof shall, except where
otherwise specified in said paragraph be nowise limited or
restricted by reference to or inference from the terms of any
other clause or paragraph in this certificate of incorporation,
but that the objects purposes and powers specified in the third
paragraph and in each of the clauses or paragraphs of this
charter shall be regarded as independent objects, purposes and
powers.

     SIXTH:   No Director shall be personally liable to the
Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such Director as a director, except
for (i) for breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) pursuant to Section 174 of
the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper personal
benefit.  No amendment or repeal of this Article Sixth 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.

     IN WITNESS WHEREOF, this certificate has been subscribed
this 2nd day of June, 2010 by the undersigned who affirms the
statements made herein are true and correct.




                                /s/  Charles P. Kuczynski
                               --------------------------
                                   CHARLES P. KUCZYNSKI
                                   Corporate Secretary