AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          SUPERIOR WELL SERVICES, INC.
 
 
         The name of the corporation is "Superior Well Services, Inc." (the
"Corporation").
 
         The original certificate of incorporation was filed with the Secretary
of State of the State of Delaware on March 2, 2005.
 
         This Amended and Restated Certificate of Incorporation (this
"Certificate of Incorporation") has been declared advisable by the board of
directors of the Corporation (the "Board"), duly adopted by the stockholders of
the Corporation and duly executed and acknowledged by the officers of the
Corporation in accordance with Sections 103, 242 and 245 of the General
Corporation Law of the State of Delaware (the "DGCL").
 
         The text of the certificate of incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
 
                                    ARTICLE I
                                      NAME
 
 
         The name of the Corporation is "Superior Well Services, Inc."
 
                                   ARTICLE II
                                REGISTERED AGENT
 
         The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.
 
                                   ARTICLE III
                                     PURPOSE
 
         The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the DGCL.
 
                                   ARTICLE IV
                                  CAPITAL STOCK
 
         Section 4.1. Authorized Capital Stock. The Corporation shall be
authorized to issue 80,000,000 shares of capital stock, consisting of two
classes: 70,000,000 shares of common stock, par value $0.01 per share ("Common
Stock"), and 10,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock").
 
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         Section 4.2. Preferred Stock. The authorized shares of Preferred Stock
may be issued in one or more series. Subject to any provision made in this
Article IV fixing and determining the designations, powers, rights and
preferences of any series of Preferred Stock, the Board is hereby authorized to
issue the shares of Preferred Stock in such series and to fix from time to time
the number of shares to be included in any series and the designations, powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of all shares of such
series, all of which shall be stated in a resolution or resolutions providing
for the issuance of such Preferred Stock (a "Preferred Stock Designation").
 
         Subject to the rights of the holders of any series of Preferred Stock
pursuant to the terms of any Preferred Stock Designation, the number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the Corporation entitled to vote
generally in the election of directors irrespective of the provisions of Section
242(b)(2) of the DGCL. Except as otherwise provided by law or by a Preferred
Stock Designation, the holders of Preferred Stock shall not be entitled to vote
at or receive notice of any meeting of stockholders.
 
         Section 4.3. Common Stock. The Common Stock shall be subject to the
express terms of the Preferred Stock and any series thereof. The holders of
shares of Common Stock shall be entitled to one vote for each such share upon
all proposals on which the holders of Common Stock are entitled to vote. Except
as otherwise provided by law or by any Preferred Stock Designation, the holders
of Common Stock shall have the exclusive right to vote for the members of the
Board (the "Directors") and for all other purposes. Holders of Common Stock are
entitled to receive ratably dividends if, as and when dividends are declared
from time to time by the Board out of funds legally available for that purpose.
 
         Section 4.4. Registered Owners. The Corporation shall be entitled to
treat the person in whose name any share of its stock is registered as the owner
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, such share on the part of any other person,
whether or not the Corporation shall have notice thereof, except as expressly
provided by applicable law.
 
                                    ARTICLE V
                                    THE BOARD
 
         Section 5.1. Number, Election and Terms of Directors. Subject to the
rights of any Preferred Stock as set forth in a Preferred Stock Designation, the
number of Directors that constitute the entire Board shall be fixed from time to
time by a majority of the total number of authorized Directors, whether or not
there exists any vacancy in previously authorized directorships, and the
Directors (other than those Directors elected by the holders of any series of
Preferred Stock pursuant to a Preferred Stock Designation (the "Preferred Stock
Directors")) shall be divided into three classes: Class I, Class II and Class
III, which shall be as equal in number as possible; provided, however, that from
and after the first date as of which the Corporation has a class or series of
capital stock registered under the Securities and Exchange Act of 1934, as
amended, the number of Directors that constitute the entire Board shall be not
less than three nor more than eleven. Each such Director shall serve for a term
ending on the third annual meeting following the annual meeting of stockholders
at which such Director was
 
 
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elected; provided, however, that the Directors first elected to Class I shall
serve for a term expiring at the first annual meeting of stockholders following
the effectiveness of this Certificate of Incorporation, the Directors first
elected to Class II shall serve for a term expiring at the second annual meeting
of stockholders following the effectiveness of this Certificate of
Incorporation, and the Directors first elected to Class III shall serve for a
term expiring at the third annual meeting of stockholders following the
effectiveness of this Certificate of Incorporation. Each Director shall hold
office until the annual meeting of stockholders at which such Director's term
expires and, the foregoing notwithstanding, shall serve until his or her
successor shall have been duly elected and qualified or until his or her earlier
death, resignation or removal.
 
         At such annual election, other than with respect to the Preferred Stock
Directors, the Directors chosen to succeed those whose terms then expire shall
be of the same class as the Directors they succeed, unless, by reason of any
intervening changes in the authorized number of Directors, the Board shall have
designated one or more directorships whose terms then expire as directorships of
another class in order to more nearly achieve equality of number of Directors
among the classes.
 
         In the event of any changes in the authorized number of Directors, each
Director then continuing to serve shall nevertheless continue as a Director of
the class of which he is a member until the expiration of his or her current
term, or his or her prior death, resignation or removal. In case of any increase
or decrease, from time to time, in the number of Directors (other than Preferred
Stock Directors), the number of Directors in each class shall be apportioned as
nearly equal as possible. The Board shall specify the class to which a newly
created directorship shall be allocated.
 
         Election of Directors need not be by written ballot unless the Bylaws
of the Corporation (the "Bylaws") shall so provide.
 
         Section 5.2. Removal Of Directors. No Director, other than Preferred
Stock Directors, shall be removed from office as a Director by vote or other
action of the stockholders or otherwise except for cause, and then only by the
affirmative vote of the holders of a majority of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of Directors, voting together as a single class.
 
         Section 5.3. Vacancies. Subject to any requirements of law to the
contrary, other than with respect to Preferred Stock Directors, newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board resulting from death, resignation or removal shall only
be filled by the affirmative vote of a majority of the remaining Directors then
in office, even though less than a quorum of the Board. Any Director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been elected and qualified or until his or her earlier death, resignation or
removal. Other than with respect to Preferred Stock Directors, no decrease in
the number of Directors constituting the Board shall shorten the term of any
incumbent Director.
 
 
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<PAGE>
 
         Section 5.4. Preferred Stock Directors. During any period when the
holders of any series of Preferred Stock have the right to elect additional
directors pursuant to the provisions of a Preferred Stock Designation, then upon
commencement and for the duration of the period during which such right
continues: (i) the then otherwise total authorized number of Directors of the
Corporation shall automatically be increased by such specified number of
Directors, and the holders of such Preferred Stock shall be entitled to elect
the additional directors so provided for or fixed pursuant to said provisions,
and (ii) each such additional Director shall serve until such Director's
successor shall have been duly elected and qualified, or until such Director's
right to hold such office terminates pursuant to said provisions, whichever
occurs earlier, subject to his or her earlier death, disqualification,
resignation or removal. Except as otherwise provided by the Board in the
resolution or resolutions establishing such series, whenever the holders of any
series of Preferred Stock having such right to elect additional Directors are
divested of such right pursuant to the provisions of such stock, the terms of
office of all such additional Directors elected by the holders of such stock, or
elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional Directors, shall forthwith
terminate and the total authorized number of Directors of the Corporation shall
automatically be reduced accordingly.
 
                                   ARTICLE VI
                                     BYLAWS
 
         In furtherance and not in limitation of the powers conferred by
statute, the Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board.
 
                                   ARTICLE VII
                    AMENDMENT OF CERTIFICATE OF INCORPORATION
 
         Except as otherwise provided in this Certificate of Incorporation or
the Bylaws or by applicable law, the Corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed by law; and, except as set forth in
Article IX, all rights, preferences and privileges of whatever nature conferred
upon stockholders, Directors or any other person by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
 
                                  ARTICLE VIII
                      STOCKHOLDER ACTION BY WRITTEN CONSENT
 
         Any action required or permitted to be taken by the stockholders of the
Corporation must be taken at a duly held annual or special meeting of
stockholders and may not be taken by any consent in writing of such stockholders
except as permitted by a Preferred Stock Designation with respect to the rights
of a series of Preferred Stock.
 
 
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                                   ARTICLE IX
                         LIMITED LIABILITY OF DIRECTORS
 
         A Director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except, if and to the extent required by the DGCL, as amended from time to time,
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 DGCL or (iv) for any transaction from which the Director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article IX shall eliminate or reduce the effect of this Article IX in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article IX, would accrue or arise, prior to such amendment or repeal.
 
                                    ARTICLE X
                               ISSUANCE OF RIGHTS
 
         The Board is expressly authorized to cause the Corporation to issue
rights pursuant to Section 157 of the DGCL and, in that connection, to enter
into any agreements necessary or convenient for such issuance, and to enter into
other agreements necessary and convenient to the conduct of the business of the
Corporation. Any such agreement may include provisions limiting, in certain
circumstances, the ability of the Board to redeem the securities issued pursuant
thereto or to take other action thereunder or in connection therewith unless
there is a specified number or percentage of Continuing Directors then in
office. Pursuant to Section 141(a) of the DGCL, Continuing Directors shall have
the power and authority to make all decisions and determinations, and exercise
or perform such other acts, that any such agreement provides that such
Continuing Directors shall make, exercise or perform. For purposes of this
Article X and any such agreement, the term, "Continuing Directors," shall mean
(i) those directors who were members of the Board at the time the Corporation
entered into such agreement and any director who subsequently becomes a member
of the Board, if such director's nomination for election or appointment to the
Board is recommended or approved by the majority vote of the Continuing
Directors then in office and (ii) such other members of the Board, if any,
designated in, or in the manner provided in, such agreement as Continuing
Directors.
 
         IN WITNESS WHEREOF, Superior Well Services, Inc. has caused this
Amended and Restated Certificate of Incorporation to be signed by the duly
authorized officer designated below this 8th day of July 2005.
 
 
                               /s/ Thomas W. Stoelk
                               -------------------------------------------------
                               Name: Thomas W. Stoelk
                               Title: Vice President and Chief Financial Officer