Exhibit 3.1(b)

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                             AMENDED AND RESTATED
                                    BYLAWS



                                      OF



                           CANAAN ENERGY CORPORATION

                         (As Adopted January 3, 2000)
                         (Effective January 13, 2000)







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                               TABLE OF CONTENTS
                                      TO
                             AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                           CANAAN ENERGY CORPORATION
                           (an Oklahoma Corporation)

                                                                                         
ARTICLE I - SHAREHOLDERS...................................................................  1
     Section 1.01.  Annual Meeting.........................................................  1
     Section 1.02.  Special Meetings.......................................................  1
     Section 1.03.  Notice of Meetings.....................................................  1
     Section 1.04.  Quorum.................................................................  2
     Section 1.05.  Organization...........................................................  2
     Section 1.06.  Conduct of Business....................................................  2
     Section 1.07.  Proxies and Voting.....................................................  2
     Section 1.08.  Written Consents.......................................................  3
     Section 1.09.  Stock List.............................................................  3
     Section 1.10.  Notice of Shareholder Nomination and Shareholder Business..............  3

ARTICLE II - BOARD OF DIRECTORS............................................................  5
     Section 2.01.  Number and Term of Office..............................................  5
     Section 2.02.  Vacancies..............................................................  5
     Section 2.03.  Regular Meetings.......................................................  5
     Section 2.04.  Special Meetings.......................................................  5
     Section 2.05.  Quorum.................................................................  6
     Section 2.06.  Participation in Meetings by Conference Telephone......................  6
     Section 2.07.  Written Consents.......................................................  6
     Section 2.08.  Conduct of Business....................................................  6
     Section 2.09.  Powers.................................................................  6
     Section 2.10.  Compensation of Directors..............................................  7
     Section 2.11.  Removal................................................................  7

ARTICLE III - COMMITTEES...................................................................  7
     Section 3.01.  Executive Committee....................................................  7
     Section 3.02.  Other Committees of the Board of Directors.............................  8
     Section 3.03.  Limitations on Power and Authority of Committees.......................  8
     Section 3.04.  Conduct of Business....................................................  8

ARTICLE IV - OFFICERS......................................................................  9
     Section 4.01.  Generally..............................................................  9
     Section 4.02.  Chairman of the Board..................................................  9
     Section 4.03.  Vice Chairman of the Board.............................................  9
     Section 4.04.  Chief Executive Officer................................................  9




                                                                                        
     Section 4.05.  President.............................................................. 10
     Section 4.06.  Vice Presidents........................................................ 10
     Section 4.07.  Secretary.............................................................. 10
     Section 4.08.  Treasurer.............................................................. 10
     Section 4.09.  Delegation of Authority................................................ 10
     Section 4.10.  Removal................................................................ 10
     Section 4.11.  Action with Respect to Securities of Other Corporations................ 10

ARTICLE V - STOCK.......................................................................... 11
     Section 5.01.  Certificates of Stock.................................................. 11
     Section 5.02.  Transfers of Stock..................................................... 11
     Section 5.03.  Record Date............................................................ 11
     Section 5.04.  Lost, Stolen or Destroyed Certificates................................. 12
     Section 5.05.  Regulations............................................................ 12

ARTICLE VI - NOTICES....................................................................... 12
     Section 6.01.  Notices................................................................ 12
     Section 6.02.  Waivers................................................................ 13

ARTICLE VII - MISCELLANEOUS................................................................ 13
     Section 7.01.  Facsimile Signatures................................................... 13
     Section 7.02.  Corporate Seal......................................................... 13
     Section 7.03.  Reliance upon Books, Reports and Records............................... 13
     Section 7.04.  Fiscal Year............................................................ 13
     Section 7.05.  Time Periods........................................................... 13

ARTICLE VIII - AMENDMENTS.................................................................. 14



                             AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                           CANAAN ENERGY CORPORATION
                         (As Adopted January 3, 2000)
                         (Effective January 13, 2000)


                           ARTICLE I - SHAREHOLDERS

Section 1.01. Annual Meeting

     An annual meeting of the shareholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of the shareholders.

Section 1.02. Special Meetings

     Special meetings of the shareholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or by the Chairman of the Board or the President and shall be held at such
place, on such date, and at such time as they or he shall fix.

Section 1.03. Notice of Meetings

     Written notice of the place, date, and time of all meetings of the
shareholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each shareholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Oklahoma General Corporation Act or the Certificate of Incorporation).  The
term "Certificate of Incorporation" as used herein shall mean the Certificate of
Incorporation of the Corporation as may be amended from time to time.  Notice of
a special meeting of the shareholders shall also state the purpose or purposes
for which the meeting is called.

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith.  At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.


Section 1.04. Quorum

     At any meeting of the shareholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for all purposes, unless or
except to the extent that the presence of a larger number may be required by law
or by the Certificate of Incorporation.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or represented by proxy, may adjourn the meeting to another
place, date, or time.

Section 1.05. Organization

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the Corporation who is
present shall call to order any meeting of the shareholders and act as chairman
of the meeting.  In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.

Section 1.06. Conduct of Business

     The chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

Section 1.07. Proxies and Voting

     At any meeting of the shareholders, every shareholder entitled to vote may
vote in person or by proxy authorized in such manner as specifically permitted
by the Oklahoma General Corporation Act or as the Corporation may otherwise
permit.  Proof of such authority shall be filed in accordance with the procedure
established for the meeting.  The validity and authenticity of any proxy shall
be determined by the Corporation.

     Each shareholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law or by the Certificate of
Incorporation.

     All voting, except where otherwise required by law or by the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a shareholder entitled to vote or his proxy, a stock vote shall be
taken.  Every stock vote shall be taken by ballots, each of which shall state
the name of the shareholder or proxy voting and such other information as may be
required under the procedure established for the meeting.  Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.

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     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or by the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.


Section 1.08.  Written Consents

     Any action required or which may be taken at any annual or special meeting
of the shareholders may be taken without a meeting, without prior notice or a
vote, only if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders all the of outstanding stock entitled to
vote on such action.  Every written consent shall bear the date of signature of
each shareholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60) days
of the earliest dated consent delivered in the manner required by this section
to the corporation, written consents signed by a sufficient number of holders to
take action are delivered to the corporation by delivery to its registered
office in this state, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.  Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

Section 1.09. Stock List

     The officer who has charge of the stock ledger of the Corporation shall
prepare a complete list of shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order for each class of stock and showing
the address of each such shareholder and the number of shares registered in the
name of each shareholder.  Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to examination by any shareholder who is
present.  The stock ledger shall be the only evidence as to the identity of the
shareholders entitled to examine the stock list and to vote in person or by
proxy at the meeting.

Section 1.10.  Notice of Shareholder Nomination and Shareholder Business

     At a meeting of the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting.  Nominations for the
election of directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors.  Other matters to be
properly brought before the meeting must be: (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of


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Directors, including matters covered by Rule 14a-8 under the Securities Exchange
Act of 1934, as in effect from time to time; (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors; or (c)
otherwise properly brought before the meeting by a shareholder, as provided
below.

     A notice of the intent of a shareholder to make a nomination or to bring
any other matter before the meeting shall be made in writing and received by the
Secretary of the Corporation not more than one hundred fifty (150) days and not
less than ninety (90) days in advance of the annual meeting or, in the event of
a special meeting of shareholders, such notice shall be received by the
Secretary of the Corporation not later than the close of the fifteenth day
following the day on which notice of the meeting is first mailed to
shareholders.

     Every such notice by a shareholder shall set forth:

          (a)  the name and residence address of the shareholder of the
     Corporation who intends to make a nomination or bring up any other matter;

          (b)  a representation that the shareholder is a registered holder of
     the Corporation's voting stock and intends to appear in person or by proxy
     at the meeting to make the nomination or bring up the matter specified in
     the notice;

          (c)  with respect to notice of an intent to make a nomination, a
     description of all arrangements or understandings among the shareholder and
     each nominee and any other person or persons (naming such person or
     persons) pursuant to which the nomination or nominations are to made by the
     shareholder;

          (d)  with respect to notice of an intent to make a nomination, such
     other information regarding each nominee proposed by such shareholder as
     would have been required to be included in a proxy statement filed pursuant
     to the proxy rules of the Securities and Exchange Commission had each
     nominee been nominated by the Board of Directors of the Corporation; and

          (e)  with respect to notice of an intent to bring up any other matter,
     a description of the matter, and any material interest of the shareholder
     in the matter.

     Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Corporation, if so elected.

     At the meeting of shareholders, the Chairman of the meeting shall declare
out of order and disregard any nomination or other matter not presented in
accordance with this section.


                        ARTICLE II - BOARD OF DIRECTORS

Section 2.01. Number and Term of Office

     The Board of Directors of the Corporation shall consist of not less than
three (3) members, with the exact number to be fixed from time to time by the
Board of Directors.  The directors shall be divided into three classes,
designated Class A, Class B, and Class C, as nearly equal in number as possible
as the Board of Directors shall determine from time to time, with the term of
office of the Class C directors to expire at the 2001 annual meeting of
shareholders, the term of office of the Class B directors to expire at the 2002
annual meeting of shareholders, and the term of the Class A directors to expire
at the 2003 annual meeting of shareholders.  At each meeting of shareholders
following such initial classification and election, the number of directors in
the class whose term expires at the time of such meeting as determined by the
Board of Directors shall be elected to hold office until the third succeeding
annual meeting of shareholders.  Each director shall hold office until his
successor is elected and qualified, or until his earlier resignation or removal.

Section 2.02. Vacancies

     Newly created directors resulting from any increase in the authorized
number of directors and any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause may be filled only by the affirmative vote of a majority of the directors
then in office, although less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of shareholders at which the
term of the class to which they have been elected expires and until his
successor is elected and qualified.

Section 2.03. Regular Meetings

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors.  A
notice of each regular meeting shall not be required.

Section 2.04. Special Meetings

     Special meetings of the Board of Directors may be called by one-third (1/3)
of the directors then in office or by the President and shall be held at such
place, on such date, and at such time as they or he shall fix.  Notice of the
place, date, and time of each such special meeting shall be given each director
by whom it is not waived in one or more of the following ways:  (i) by mailing
written notice not less than three (3) days before the meeting, or (ii) by
personally delivering the same not less than eighteen (18) hours before the
meeting; or (iii) by telegraphing, transmitting by facsimile or telephoning the
same in a manner reasonably designed to reach the director not less than
eighteen (18) hours before the meeting.  Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

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Section 2.05. Quorum

     At any meeting of the Board of Directors, a majority of the total directors
then in office, but not less than a majority of the total number of directors
constituting the whole board, shall constitute a quorum for all purposes.  If a
quorum shall fail to attend any meeting, a majority of the directors present may
adjourn the meeting to another place, date, or time, without further notice or
waiver thereof.

Section 2.06. Participation in Meetings by Conference Telephone

     Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other.  Such participation shall
constitute presence in person at such meeting.

Section 2.07. Written Consents

     Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.

Section 2.08. Conduct of Business

     At any meeting of the Board of Directors at which a quorum of the directors
is present, business shall be transacted in such order and manner as the board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law or by the Certificate of Incorporation.

Section 2.09. Powers

     The Board of Directors may, except as otherwise required by law or by the
Certificate of Incorporation, exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:

          (1)  To declare dividends from time to time in accordance with law;

          (2)  To purchase or otherwise acquire any property, rights or
     privileges on such terms as it shall determine;

          (3)  To authorize the creation, making and issuance, in such form as
     it may determine, of written obligations of every kind, negotiable or non-
     negotiable, secured or unsecured, and to do all things necessary in
     connection therewith;

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          (4)  To remove any officer of the Corporation with or without cause,
     and from time to time to devolve the powers and duties of any officer upon
     any other person for the time being;

          (5)  To confer upon any officer of the Corporation the power to
     appoint, remove and suspend subordinate officers and agents;

          (6)  To adopt from time to time such stock, option, stock purchase,
     bonus or other compensation plans for directors, officers and agents of the
     Corporation and its subsidiaries as it may determine;

          (7)  To adopt from time to time such insurance, retirement, and other
     benefit plans for directors, officers and agents of the Corporation and its
     subsidiaries as it may determine; and,

          (8)  To adopt from time to time regulations, not inconsistent with
     these bylaws, for the management of the Corporation's business and affairs.

Section 2.10. Compensation of Directors

     Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.

Section 2.11. Removal

     At a meeting of shareholders called expressly for that purpose, any
director, or the entire Board of Directors, may be removed from office only with
cause by the affirmative vote of the holders of at least a majority of the
outstanding shares of the Corporation then entitled to be voted in an election
of directors.

                           ARTICLE III - COMMITTEES

Section 3.01. Executive Committee

     The Board of Directors may designate an Executive Committee to serve at the
pleasure of the board and shall elect a director or directors to serve as the
member or members of the Executive Committee, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified
member at any meeting of the Executive Committee.  The Executive Committee,
except to the extent as it may be restricted from time to time by the vote of a
majority of the total number of directors, may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it subject to

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the limitations set forth on Section 3.03. Unless expressly restricted by
resolution of the Board of Directors, the Executive Committee shall have the
power and authority to declare a dividend, to authorize the issuance of stock
and to adopt a certificate of ownership and merger. In the absence or
disqualification of any member of the Executive Committee, and any alternate
member in his place, the member or members of the Executive Committee present at
the meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.

Section 3.02. Other Committees of the Board of Directors

     The Board of Directors may from time to time designate other committees of
the board, with such lawfully delegable powers and duties as it thereby confers,
to serve at the pleasure of the board and shall, for those committees, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee.  Any committee so
designated may exercise the power and authority of the Board of Directors to the
extent the resolution designating the committee or a supplemental resolution of
the Board of Directors shall so provide subject to the limitation set forth in
Section 3.03.  In the absence or disqualification of any member of any committee
and any alternate member in his place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may by unanimous vote appoint another member of the
Board of Directors to act at the meeting in the place of the absent or
disqualified member.

Section 3.03. Limitations on Power and Authority of Committees

     No committee of the Board of Directors shall have any power or authority in
reference to amending the Certificate of Incorporation of the Corporation
(except that the Executive Committee, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the
Board of Directors, may fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation or
fix the number of the shares in any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or
consolidation, recommending to the shareholders the sale, lease or exchange of
all or substantially all of the property and assets of the Corporation,
recommending to the shareholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws of the Corporation.

                                       8


Section 3.04. Conduct of Business

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the total committee
members shall constitute a quorum unless the committee shall consist of one or
two members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.  Minutes
of each committee meeting shall be prepared, approved by the chairman of the
meeting and filed with the Secretary of the Corporation.  Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.

                             ARTICLE IV - OFFICERS

Section 4.01. Generally

     The officers of the Corporation shall consist of a President and a
Secretary and such other senior or subordinate officers as may from time to time
be elected by the Board of Directors. The Board of Directors may also elect a
Chief Executive Officer and may elect from its number a Chairman and Vice
Chairman of the Board of the Corporation.  Officers shall be elected by the
Board of Directors, which shall consider that subject at its first meeting after
every annual meeting of shareholders.  Each officer shall hold his office until
his successor is elected and qualified or until his earlier resignation or
removal.  Any number of offices may be held by the same person.

Section 4.02. Chairman of the Board

     The Chairman of the Board, if any, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of
Directors.  He shall be the senior officer of the Corporation and shall be
responsible for overall planning and policy.

Section 4.03. Vice Chairman of the Board

     The Vice Chairman of the Board shall perform such duties as the Board of
Directors shall prescribe.  In the absence or disability of the Chairman of the
Board, the Vice Chairman shall perform the duties and exercise the powers of the
Chairman of the Board.

Section 4.04. Chief Executive Officer

     The Chief Executive Officer shall, subject to the provisions of these
Bylaws and to the directors of the Board of Directors, be responsible for the
general management and control of the

                                       9


affairs and business of the Corporation and shall perform all duties and have
all powers which are commonly incident to the office of Chief Executive Officer
or which are delegated to him by the Board of Directors. He shall have the power
to execute on behalf of the Corporation, negotiable instruments, bonds,
mortgages, deeds, contracts and other documents which the Board of Directors has
authorized to be executed. The Chief Executive Officer may attend and
participate in all meeting of the Board of Directors, but shall not be entitled
to vote on any action submitted to the Board of Directors, unless he or she is
also a member of the Board of Directors. The Chief Executive Officer and the
President shall generally supervise the other officers, shall exercise such
other powers and perform such other duties as may be assigned to the Chief
Executive Officer by the Board of Directors at any time and from time to time.

Section 4.05. President

     The President shall, in the absence of disability of the Chief Executive
Officer, perform the duties and exercise the powers of the Chief Executive
Officer and shall have such duties as are assigned to him by the Chief Executive
Officer and the Board of Directors.  He shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized.

Section 4.06. Vice Presidents

     Each Vice President shall perform such duties as the Board of Directors,
the Chief Executive Officer or the President shall prescribe.  In the absence or
disability of the President, the Vice President with the highest ranking shall
perform the duties and exercise the powers of the President.

Section 4.07. Secretary

     The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the shareholders and the Board of Directors.  He
shall have charge of the corporate records.

Section 4.08. Treasurer

     The Treasurer, if any, shall have the custody of all monies and securities
of the Corporation and shall keep regular books of account.  He shall make such
disbursements of the funds of the Corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation.

Section 4.09. Delegation of Authority

     The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.

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Section 4.10. Removal

     Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.

Section 4.11. Action with Respect to Securities of Other Corporations

     Unless otherwise directed by the Board of Directors, the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of shareholders of or with respect to any action of
shareholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.

                               ARTICLE V - STOCK

Section 5.01. Certificates of Stock

     Each shareholder shall be entitled to a certificate signed by, or in the
name of, the Corporation by the Chairman or the Vice Chairman of the Board, or
the President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, certifying and
representing the number of shares owned by him.  Any of or all the signatures on
the certificate may be facsimile.

Section 5.02. Transfers of Stock

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation.  Except where a
certificate is issued in accordance with Section 5.04 of these bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 5.03. Record Date

     The Board of Directors may fix a record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting.  If no
record date is fixed by the Board of Directors, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.  A determination of shareholders
of record entitled to notice of or to vote at a meeting of

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shareholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     In order that the Corporation may determine the shareholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors.  If no
record date has been fixed by the Board of Directors, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the Oklahoma General Corporation Act, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in this state,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded.  Delivery made to a Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the Oklahoma General Corporation Act, the record date
for determining shareholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

     In order that the Corporation may determine the shareholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action.  If no record date is fixed, the record date for determining
shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

Section 5.04. Lost, Stolen or Destroyed Certificates

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5.05. Regulations

     The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.

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                             ARTICLE VI - NOTICES

Section 6.01. Notices

     Except as otherwise permitted herein, whenever notice is required to be
given to any shareholder, director, officer, or agent, such requirement shall
not be construed to mean personal notice.  Such notice may in every instance be
effectively given by depositing a writing in a post office or letter box, first
class postage prepaid, or by dispatching a prepaid telegram, addressed to such
shareholder, director, officer, or agent at his or her address as the same
appears on the books of the Corporation.  The time when such notice is deposited
or dispatched shall be the time of the giving of the notice.

Section 6.02. Waivers

     A written waiver of any notice, signed by a shareholder, director, officer,
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given to such
shareholder, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.

                          ARTICLE VII - MISCELLANEOUS

Section 7.01. Facsimile Signatures

     In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 7.02. Corporate Seal

     The Board of Directors may provide a suitable seal, containing the name of
the Corporation and the word "Oklahoma," which seal shall be placed in the
custody of the Secretary.  If and when so directed by the Board of Directors or
a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7.03. Reliance upon Books, Reports and Records

     A member of the Board of Directors or a member of any committee designated
by the Board of Directors, in the performance of his duties, shall be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or committees of the Board of
Directors, or by any other person as to matters the member

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reasonably believes are within such officer's, employee's, committee's or other
person's competence and who have been selected with reasonable care by or on
behalf of the Corporation.

Section 7.04. Fiscal Year

     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

Section 7.05. Time Periods

     In applying any provision of these bylaws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day of
the event shall be included.

                           ARTICLE VIII - AMENDMENTS

     These bylaws may be amended or repealed by the Board of Directors at any
meeting or by the shareholders at any meeting, except that the amendment or
repeal of Sections 1.08, 2.01 or 2.11 of these Bylaws is prohibited unless the
Certificate of Incorporation is amended to permit the amendment or repeal of
such Sections of these bylaws.

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                           CERTIFICATE OF SECRETARY



     I, the undersigned, do hereby certify:

     1.   That I am the duly elected and acting Secretary of Canaan Energy
Corporation, an Oklahoma corporation;

     2.   That the foregoing amended and restated bylaws comprising thirteen
(13) pages constitute the amended and restated bylaws of said Corporation as
duly adopted by Unanimous Written Consent of Board of Directors on January 3,
2000, effective January 13, 2000.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation this 5th day of January, 2000.



                              /s/ Michael S. Mewbourn
                              --------------------------------------------------
                                                  Michael S. Mewbourn, Secretary

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