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                                                                     EXHIBIT 4.1

               EXCERPT FROM RESTATED CERTIFICATE OF INCORPORATION,
                 AS AMENDED, OF PATTERSON ENERGY, INC. REGARDING
                   AUTHORIZED COMMON STOCK AND PREFERRED STOCK


Section 1.  PREFERRED STOCK

         1.1 Authority of the Board of Directors to Create Series. The Board of
Directors is hereby expressly granted authority, to the full extent now or
hereafter permitted herein and by the General Corporation Law of the State of
Delaware, at any time or from time to time, by resolution or resolutions, to
create one or more series of Preferred Stock, to fix the authorized number of
shares of any series (which number of shares may vary as between series and be
changed from time to time by like action), and to fix the terms of such series,
including, but not limited to, the following:

                  (a) the designation of such series, which may be by
distinguishing number, letter, or title;

                  (b) the rate or rates at which shares of such series shall be
entitled to receive dividends; the periods in respect of which dividends are
payable; the conditions upon, and times of payment of, such dividends; the
relationship and preference, if any, of such dividends to dividends payable on
any other class or classes or any other series of stock; whether such dividends
shall be cumulative and, if cumulative, the date or dates from which such
dividends shall accumulate; and the other terms and conditions applicable to
dividends upon shares of such series;

                  (c) the rights of the holders of the shares of such series in
case the Corporation be liquidated, dissolved or wound up (which may vary
depending upon the time, manner, or voluntary or involuntary nature or other
circumstances of such liquidation, dissolution, or winding up) and the
relationship and preference, if any, of such rights to rights of holders of
shares of stock of any other class or classes or any other series of stock;

                  (d) the right, if any, of the Corporation to redeem shares of
such series at its option, including any limitation of such right, and the
amount or amounts to be payable in respect of the shares of such series in case
of such redemption (which may vary depending on the time, manner, or other
circumstances of such redemption), and the manner, effect, and other terms and
conditions of any such redemption;

                  (e) the obligation, if any, of the Corporation to purchase,
redeem, or retire shares of such series and/or to maintain a fund for such
purpose, and the amount or amounts to be payable from time to time for such
purpose or into such fund, or the number of shares to be purchased, redeemed, or
retired, the per share purchase price or prices, and the other terms and
conditions of any such obligation or obligations;

                  (f) the voting rights, if any, which, if granted, may be full,
special, or limited, to be given the shares of such series, including, without
limiting the generality of the foregoing, the right, if any, as a series or in
conjunction with other series or classes, to elect one or more members of the
Board of Directors either generally or at certain times or under certain
circumstances, and restrictions, if any, on particular corporate acts without a
specified vote or consent of holders of such shares (such as, among others,
restrictions on modifying the terms of such series or of the Preferred Stock,
restricting the permissible terms of other series or the permissible variations
between series of the Preferred Stock,

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authorizing or issuing additional shares of the Preferred Stock, creating debt,
or creating any class of stock ranking prior to or on a parity with the
Preferred Stock or any series thereof as to dividends, or assets remaining for
distribution to the stockholders in the event of the liquidation, dissolution,
or winding up of the Corporation);

                  (g) the right, if any, to exchange or convert the shares into
shares of any other series of the Preferred Stock or into shares of any other
class of stock of the Corporation or the securities of any other corporation,
and the rate or basis, time, manner, terms, and conditions of exchange or
conversion or the method by which the same shall be determined; and

                  (h) the other special powers, preferences, or rights, if any,
and the qualifications, limitations, or restrictions thereof, of the shares of
such series.

         The Board of Directors shall fix the terms of each such series by
resolution or resolutions adopted at any time prior to the issuance of the
shares thereof, and the terms of each such series may, subject only to
restrictions, if any, imposed by this Certificate of Incorporation or by
applicable law, vary from the terms of other series to the extent determined by
the Board of Directors from time to time and provided in the resolution or
resolutions fixing the terms of the respective series of the Preferred Stock.

         1.2 Status of Certain Shares. Shares of any series of the Preferred
Stock, whether provided for herein or by resolution or resolutions of the Board
of Directors, which have been redeemed (whether through the operation of a
sinking fund or otherwise) or which, if convertible or exchangeable, have been
converted into or exchanged for shares of stock of any other class or classes,
or which have been purchased or otherwise acquired by the Corporation, shall
have the status of authorized and unissued shares of the Preferred Stock of the
same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series of
the Preferred Stock to be created by resolution or resolutions of the Board of
Directors or as a part of any other series of the Preferred Stock, all subject
to the conditions or restrictions on issuance set forth herein or in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of the Preferred Stock.

Section 2.  COMMON STOCK

         2.1 Issuance, Consideration, and Terms. Any unissued shares of the
Common Stock may be issued from time to time for such consideration, having a
value of not less than the par value thereof, as may be fixed from time to time
by the Board of Directors. Any treasury shares may be disposed of for such
consideration as may be determined from time to time by the Board of Directors.
The Common Stock shall be subject to the express terms of the Preferred Stock
and any series thereof. Each share of Common Stock shall be of equal rank and
shall be identical to every other share of Common Stock. Holders of Common Stock
shall have such rights as are provided herein and by law.

         2.2 Voting Rights. Except as expressly required by law or as provided
in or fixed and determined pursuant to Section 1 of this Article FOURTH, the
entire voting power and all voting rights shall be vested exclusively in the
Common Stock. Each holder of shares of Common Stock shall be entitled to one (1)
vote for each share standing in such holder's name on the books of the
Corporation.

         2.3 Dividends. Subject to Section 1 of this Article FOURTH, the holders
of Common Stock shall be entitled to receive, and shall share equally share for
share, when and as declared by the Board of Directors, out of the assets of the
Corporation which are by law available therefor, dividends or distributions
payable in cash, in property, or in securities of the Corporation.


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