AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              ALON USA ENERGY, INC.
 
                                   ARTICLE I
 
      The name of the corporation is Alon USA Energy, Inc. (the "COMPANY").
 
                                   ARTICLE II
 
      The address of the Company's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Company's registered agent at such
address is The Corporation Trust Company.
 
                                  ARTICLE III
 
      The purpose of the Company is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware, as amended (the "DGCL").
 
                                   ARTICLE IV
 
      Section 1. Authorized Capital Stock. The Company is authorized to issue
two classes of capital stock, designated Common Stock and Preferred Stock. The
total number of shares of capital stock that the Company is authorized to issue
is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par
value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value
$0.01 per share.
 
      Section 2. Preferred Stock. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Company (the "BOARD") 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 such
series and the designation, relative powers, preferences, rights and
qualifications, limitations or restrictions of such series. The authority of the
Board with respect to each such series will 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;
 
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            (d) whether dividends, if any, will 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 Company;
 
            (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 or of any other series of the same or any other class or
      classes of stock, or any other security, of the Company or any other
      corporation or other entity, and the rates or other determinants of
      conversion or exchange applicable thereto;
 
            (g) the right, if any, to subscribe for or to purchase any
      securities of the Company or any other corporation or other entity;
 
            (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 or rights and qualifications, limitations, or
      restrictions thereof;
 
all as may be determined from time to time by the Board and stated or expressed
in the resolution or resolutions providing for the issuance of such Preferred
Stock (collectively, a "PREFERRED STOCK Designation").
 
      Section 3. Common Stock. Subject to the rights of the holders of any
series of Preferred Stock, the holders of Common Stock will be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders for each
share of Common Stock held of record by such holder as of the record date for
such meeting.
 
                                   ARTICLE V
 
      The Board may make, amend, and repeal the Bylaws of the Company. Any Bylaw
made by the Board under the powers conferred hereby may be amended or repealed
by the Board (except as specified in any such Bylaw so made or amended) or by
the stockholders in the manner provided in the Bylaws of the Company.
Notwithstanding the foregoing and anything contained in this Certificate of
Incorporation or the Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13, and
37 may not be amended or repealed by the stockholders, and no provision
inconsistent therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least a majority of the voting power of
the outstanding Voting Stock (as defined below), voting together as a single
class. The Company may in its Bylaws confer powers upon the Board in addition to
the foregoing and in addition to the powers and authorities expressly conferred
upon the Board by applicable law. For the purposes of this Certificate of
Incorporation, "VOTING STOCK" means stock of the Company of any class or series
entitled to vote generally in the election of Directors. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least a majority of the Voting Stock,
voting together as a single class, is required to amend or repeal, or to adopt
any provision inconsistent with, this Article V.
 
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                                   ARTICLE VI
 
      Subject to the rights of the holders of any series of Preferred Stock:
 
            (a) any action required or permitted to be taken by the stockholders
      of the Company must be effected at a duly called annual or special meeting
      of stockholders of the Company and may not be effected by any consent in
      writing of such stockholders; and
 
            (b) special meetings of stockholders of the Company may be called
      only (i) by the Chairman of the Board (the "CHAIRMAN"), (ii) by the
      President of the Company (the "PRESIDENT"), or (iii) by the Secretary of
      the Company (the "SECRETARY") within 10 calendar days after receipt of the
      written request of a majority of the total number of Directors that the
      Company would have if there were no vacancies (the "WHOLE BOARD").
 
At any annual meeting or special meeting of stockholders of the Company, only
such business will be conducted or considered as has been brought before such
meeting in the manner provided in the Bylaws of the Company. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least a majority of the voting power of
the outstanding Voting Stock, voting together as a single class, will be
required to amend or repeal, or adopt any provision inconsistent with, this
Article VI.
 
                                  ARTICLE VII
 
      Section 1. Number, Election, and Terms of Directors. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, the number of the Directors of the Company will not be less than
three nor more than 12 and will be fixed from time to time in the manner
provided in the Bylaws of the Company. The Directors shall be elected at each
annual meeting of the stockholders of the Company by plurality vote of all votes
cast at such meeting to hold office for a term expiring at the next annual
meeting of stockholders. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, Directors may be elected by the
stockholders only at an annual meeting of stockholders. Election of Directors of
the Company need not be by written ballot unless requested by the Chairman or by
the holders of a majority of the Voting Stock present in person or represented
by proxy at a meeting of the stockholders at which Directors are to be elected.
If authorized by the Board, such requirement of a written ballot shall be
satisfied by a ballot submitted by electronic transmission, provided that any
such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the stockholder or proxy holder.
 
      Section 2. Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of Directors must be given in the
manner provided in the Bylaws of the Company.
 
      Section 3. Newly Created Directorships and Vacancies. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any
 
                                        3
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increase in the number of Directors and any vacancies on the Board resulting
from death, resignation, disqualification, removal, or other cause will be
filled solely by the affirmative vote of a majority of the Directors then in
office, even though less than a quorum of the Board, or by a sole remaining
Director. Any Director elected in accordance with the preceding sentence will
hold office until the next annual meeting of stockholders and until such
Director's successor has been elected and qualified. No decrease in the number
of Directors constituting the Board may shorten the term of any incumbent
Director.
 
      Section 4. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, stockholders may remove any Director
from office only for cause and only in the manner provided in this Article VII,
Section 4. At any annual meeting or special meeting of the stockholders, the
notice of which states that the removal of a Director or Directors is among the
purposes of the meeting, the affirmative vote of the holders of at least a
majority of the voting power of the outstanding Voting Stock, voting together as
a single class, may remove such Director or Directors for cause.
 
      Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least a majority of the voting power of the outstanding Voting
Stock, voting together as a single class, is required to amend or repeal, or
adopt any provision inconsistent with, this Article VII.
 
                                  ARTICLE VIII
 
      To the full extent permitted by the DGCL or any other applicable law
currently or hereafter in effect, no Director of the Company will be personally
liable to the Company or its stockholders for or with respect to any acts or
omissions in the performance of his or her duties as a Director of the Company.
Any repeal or modification of this Article VIII will not adversely affect any
right or protection of a Director of the Company existing prior to such repeal
or modification.
 
                                   ARTICLE IX
 
      Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING"), by reason of the fact that he or she is or was a
director or an officer of the Company or is or was serving at the request of the
Company, while a director or officer of the Company, as a director, officer,
employee or agent of another company or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee benefit plan
(an "INDEMNITEE"), whether the basis of such Proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent permitted or
required by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than such law permitted
the Company to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties
 
                                       4
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and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as provided
in Section 3 of this Article IX with respect to Proceedings to enforce rights to
indemnification, the Company shall indemnify any such Indemnitee in connection
with a Proceeding (or part thereof) initiated by such Indemnitee only if such
Proceeding (or part thereof) was authorized by the Board of Directors of the
Company.
 
      Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article IX shall include the right to be paid by
the Company the expenses (including, without limitation, attorneys' fees and
expenses) incurred in defending any such Proceeding in advance of its final
disposition (an "ADVANCEMENT OF EXPENSES"); provided, however, that, if the DGCL
so requires, an Advancement of Expenses incurred by an Indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Company of an undertaking (an "UNDERTAKING"), by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (a "FINAL ADJUDICATION") that such Indemnitee is not entitled to be
indemnified for such expenses under this Section 2 or otherwise. The rights to
indemnification and to the Advancement of Expenses conferred in Sections 1 and 2
of this Article IX shall be contract rights and such rights shall continue as to
an Indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the Indemnitee's heirs, executors and
administrators.
 
      Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1
or 2 of this Article IX is not paid in full by the Company within 60 calendar
days after a written claim has been received by the Company, except in the case
of a claim for an Advancement of Expenses, in which case the applicable period
shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an Advancement of Expenses) it shall be a defense that,
and (ii) any suit brought by the Company to recover an Advancement of Expenses
pursuant to the terms of an Undertaking, the Company shall be entitled to
recover such expenses upon a Final Adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the DGCL. Neither the
failure of the Company (including its directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the DGCL, nor an actual determination by the Company (including its directors,
independent legal counsel or stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the Indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an Advancement of
Expenses hereunder, or brought by the Company to recover an Advancement of
Expenses pursuant to the terms of an Undertaking, the
 
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burden of proving that the Indemnitee is not entitled to be indemnified, or to
such Advancement of Expenses, under this Article IX or otherwise shall be on the
Company.
 
      Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the Advancement of Expenses conferred in this Article IX shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Company's Certificate of Incorporation, By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
 
      Section 5. Insurance. The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the DGCL.
 
      Section 6. Indemnification of Employees and Agents of the Company. The
Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the Advancement of Expenses to
any employee or agent of the Company or to any person who serves at the request
of the Company as a director, officer, employee or agent of another company or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan, to the fullest extent of the
provisions of this Article IX with respect to the indemnification and
Advancement of Expenses of directors and officers of the Company or as otherwise
permitted or required by the DGCL.
 
 
                                    ARTICLE X
 
 
 
Upon the filing of this Certificate of Incorporation with the Secretary of the
State of the State of Delaware, each then outstanding share of Common Stock will
automatically and without further action on the part of any person or entity be
changed into 33,600 fully paid and nonassessable shares of Common Stock.
 
 
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