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EXHIBIT 3.2
FIRST AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENCORE ACQUISITION PARTNERS, INC.
Encore Acquisition Partners, Inc. (the "Company"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), hereby certifies as follows:
1. This First Amendment to Amended and Restated Certificate of
Incorporation amending the Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on August 17, 1998
was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware and has been consented to in writing by
the stockholders and written notice has been given in accordance with Section
228 of the General Corporation Law of the State of Delaware.
2. Article First of the Corporation's Amended and Restated Certificate
of Incorporation is hereby deleted in its entirety with the following Article
First being substituted in its place:
"FIRST: The name of the Corporation is Encore Acquisition Company (the
"Corporation")."
The undersigned officer of the Corporation, for the purpose of amending
the Corporation's Amended and Restated Certificate of Incorporation, does make
and file this First Amendment to Amended and Restated Certificate of
Incorporation, hereby declaring and certifying the facts herein are true and
accordingly has set his hand on October __, 2000.
ENCORE ACQUISITION PARTNERS, INC.
By: /s/ I. JON BRUMLEY
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I. Jon Brumley, President
