CERTIFICATE OF INCORPORATION
                                       OF
                            SARATOGA RESOURCES, INC

         FIRST: The name of the corporation is "SARATOGA RESOURCES, INC." (the
"Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is fifty-five million (55,000,000), of which stock five
million (5,000,000) shares of the par value of $0.001 each, amounting in the
aggregate to $5,000, shall be designated Preferred Stock (hereinafter referred
to as "Preferred Stock"), and of which stock fifty million (50,000,000) shares
of the par value of $0.001 each, amounting in the aggregate to $50,000, shall be
designated Common Stock (hereinafter referred to as "Common Stock").

         The Preferred Stock may be issued from time to time in one or more
series, each such series to have distinctive serial designations. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix from time to time before issuance the number of shares to be
included in any series and the designation, relative powers, preferences and
rights and qualifications, limitations or restrictions of all shares of such
series. The authority of the Board of Directors with respect to each series
shall include, without limiting the generality of the foregoing, the
determination of any or all of the following:

                  (a) The number of shares of any series and the designation to
         distinguish the shares of such series from the shares of all other
         series;

                  (b) The voting powers, if any, and whether such voting powers
         are full or limited in such series;

                  (c) The redemption provisions, if any, applicable to such
         series, including the redemption price or prices to be paid;








                  (d) Whether dividends, if any, shall be cumulative or
         noncumulative, the dividend rate of such series, and the dates and
         preferences of dividends on such series;

                  (e) The rights of such series upon the voluntary or
         involuntary dissolution of, or upon any distribution of the assets of,
         the corporation;

                  (f) The provisions, if any, pursuant to which the shares of
         such series are convertible into, or exchangeable for, shares of any
         other class or classes of any other series of the same or any other
         class or classes of stock, or any other security, of the Corporation or
         any other corporation, and price or prices or the rates of exchange
         applicable thereto;

                  (g) The right, if any, to subscribe for or to purchase any
         securities of the Corporation or any other corporation;

                  (h) The provisions, if any, of a sinking fund applicable to
         such series; and

                  (i) Any other relative, participating, optional or other
         special powers, preferences, rights, qualifications, limitations or
         restrictions thereof;

all as shall be stated in such resolution or resolutions of the Board of
Directors of the Corporation providing for the issue of such Preferred Stock (a
"Preferred Stock Designation").

         Except where otherwise set forth in the resolution or resolutions
adopted by the Board of Directors of the Corporation providing for the issue of
any series of Preferred Stock created thereby, 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 of
the Corporation.

         Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise), purchased or
otherwise acquired 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 or reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board of Directors or as
part of any other series of Preferred Stock, all subject to the conditions or
restrictions adopted by the Board of Directors of the Corporation providing for
the issue of any series of Preferred Stock and to any filing required by law.


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         Each share of Common Stock shall entitle the holder thereof to one
vote, in person or by proxy, at any and all meetings of the stockholders of the
Corporation on all propositions before such meetings. No holder of Common Stock
shall have the right to cumulate such holder's votes for the election of
directors, but each holder of Common Stock shall be entitled to one vote for
each share held thereof in the election of each director of the corporation.

         Except as may be provided in this Certificate of Incorporation or by
the Board of Directors in a Preferred Stock Designation, the Common stock shall
have the exclusive right to vote for the election of directors of the
Corporation and for all other purposes, and holders of Preferred Stock shall not
be entitled to receive notice of any meeting of stockholders at which they are
not entitled to vote or consent.

         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 of the Corporation, out of funds
legally available therefor, dividends payable in cash, 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 entitled, or a sum sufficient for such payments 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."

         FIFTH: The business and affairs of the Corporation shall be managed by
and under the direction of the Board. The exact number of directors of the
Corporation shall be fixed by or in the manner provided in the Bylaws of the
Corporation (the "Bylaws").

         SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board is expressly authorized:

                  (a) to adopt, repeal, rescind, alter or amend in any respect
         the Bylaws, and to confer in the Bylaws powers and authorities upon the
         directors of the Corporation in addition to the powers and authorities
         expressly conferred upon them by statute;

                  (b) from time to time to set apart out of any funds or assets
         of the Corporation available for dividends an amount or amounts to be
         reserved as working capital or for any other lawful purpose and to
         abolish any reserve so created and to determine whether any, and, if
         any, what part, of the surplus

                                      -3-








         of the Corporation or its net profits applicable to dividends shall be
         declared in dividends and paid to its stockholders, and all rights of
         the holders of stock of the Corporation in respect of dividends shall
         be subject to the power of the Board so to do;

                  (c) subject to the laws of the State of Delaware, from time to
         time to sell, lease or otherwise dispose of any part or parts of the
         properties of the Corporation and to cease to conduct the business
         connected therewith or again to resume the same, as it may deem best;
         and

                  (d) in addition to the powers and authorities hereinbefore and
         by the laws of the State of Delaware conferred upon the Board, to
         execute all such powers and to do all acts and things as may be
         exercised or done by the Corporation; subject, nevertheless, to the
         express provisions of said laws, of the Certificate of Incorporation of
         the Corporation and its Bylaws.

         SEVENTH: Meetings of stockholders of the Corporation may be held within
or without the State of Delaware as the Bylaws provide. The books of the
Corporation may be kept (subject to any provision of applicable law) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board or in the Bylaws.

         EIGHTH: The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by applicable laws, and
all rights conferred on stockholders herein are granted subject to this
reservation.

         NINTH: The Corporation is to have perpetual existence.

         TENTH: A director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any 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 law, (iii) under section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware Corporation Law. No amendment to or repeal of this Article Tenth shall
apply to or have any affect on the liability or alleged liability of any

                                      -4-



director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

         ELEVENTH: The name and mailing address of the incorporator is:

                                J. William Wilson
                         Nine Greenway Plaza, Suite 3100
                              Houston, Texas 77046

         I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto executed this Certificate of Incorporation this 17th
day of January, 1994.

                             By: /s/ J. William Wilson
                                 ----------------------------------
                                 J. William Wilson, Incorporator





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