EX-3.1 12 file003.htm ARTICLES OF INCORPORATION

                 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                           OF

                                     STEALTHGAS INC.

               PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

             StealthGas Inc., a corporation organized and existing under the
    Marshall Islands Business Corporations Act ("BCA"), certifies:

             I. The name of the Corporation is

                                     STEALTHGAS INC.

             II. The date of filing of the Corporation's original articles of
    incorporation with the Office of the Registrar of Corporations of the Republic
    of the Marshall Islands was December 22, 2004. Articles of Amendment to the
    Articles of Incorporation were filed with the Office of the Registrar of
    Corporations of the Republic of the Marshall Islands on April 19, 2005 and on
    August 26, 2005.

             III. Pursuant to Section 93 of the BCA, these amended and restated
    articles of incorporation include an amendment of Sections B and D, amend and
    renumber former Section G as Section F, omit former Sections F and H and add new
    Sections G through I.

             IV. These amended and restated articles of incorporation were duly
    adopted in accordance with the provisions of Sections 88(1) and 93 of the BCA,
    the Board of Directors of the Corporation having adopted resolutions by
    unanimous written consent in accordance with Section 55(4) of the BCA setting
    forth and declaring advisable that these amended and restated articles of
    incorporation, including said amendments, and in lieu of a vote of stockholders,
    written consent to these amended and restated articles of incorporation,
    including said amendments, having been given by the holder of all of the
    outstanding stock of the Corporation in accordance with Section 67 of the BCA.

             V. The amended and restated articles of incorporation of the
    Corporation shall read as follows:

    A.       The name of the Corporation shall be:

                                     STEALTHGAS INC.

    B.       The purpose of the Corporation is to engage in any lawful act or
             activity for which corporations may now or hereafter be organized under
             the Marshall Islands Business Corporations Act (the "BCA").

    C.       The registered address of the Corporation in the Marshall Islands is
             Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands
             MH96960. The name of the Corporation's registered agent at such address
             is The Trust Company of the Marshall Islands, Inc. However, the Board
             of Directors may establish branches, offices or agencies in any place
             in the world and may appoint legal representatives anywhere in the
             world.

    D.       The aggregate number of shares of stock that the Corporation is
             authorized to issue is one-hundred five-million (105,000,000)
             registered shares with a par value of one cent (US $0.01), consisting
             of one-hundred million (100,000,000) registered shares of common stock
             with a par

             value of one cent (US $0.01) ("Common Stock") and five million
             (5,000,000) registered preferred shares with a par value of one cent
             (US $0.01) (the "Preferred Stock").

             (a) Preferred Stock. The designations and the powers, preferences and
    rights, and the qualifications, limitations or restrictions thereof, in respect
    of the Preferred Stock are as follows:

             The Board of Directors is expressly authorized, by resolution or
    resolutions, to provide, out of the unissued shares of the Preferred Stock, for
    series of the Preferred Stock. Before any shares of any such series are issued,
    the Board of Directors shall fix, and is expressly empowered to fix, by
    resolution or resolutions, the following provisions of the shares thereof:

                      (i) the designation of such series, the number of shares that
             constitute such series and the stated value thereof if different from
             the par value thereof;

                      (ii) whether the shares of such series shall have voting
             rights, in addition to any voting rights provided by law, and, if so,
             the terms of such voting rights (which may be special voting rights),
             whether the shares of such series shall have one vote per share or more
             or less than one vote per share, whether the holders of such series
             shall be entitled to vote on certain matters as a separate class (which
             for such purpose may be comprised solely of such series or of such
             series and one or more other series or classes of stock of the
             Corporation), whether all the shares of such series entitled to vote on
             a particular matter shall be deemed to be voted on such matter in the
             manner that a specified portion of the voting power of the shares of
             such series or separate class are voted and the preference or relation
             which such voting rights shall bear to the voting rights of any other
             class or any other series of this class;

                      (iii) the annual dividend rate (or method of determining such
             rate), if any, payable on such series, the basis on which such holders
             shall be entitled to receive dividends (which may include, without
             limitation, a right to receive such dividends or distributions as may
             be declared on the shares of such series by the board of directors of
             the Corporation, a right to receive such dividends or distributions, or
             any portion or multiple thereof, as may be declared on the Common Stock
             or any other class of stock or, in addition to or in lieu of any other
             right to receive dividends, a right to receive dividends at a
             particular rate or at a rate determined by a particular method, in
             which case such rate or method of determining such rate may be set
             forth), the form of such dividend, the conditions and the dates upon
             which such dividends shall be payable, and the preference or relation
             which such dividends shall bear to the dividends payable on any other
             class or any other series of this class;

                      (iv) whether dividends on the shares of such series shall be
             cumulative and, in the case of shares of a series having cumulative
             dividend rights, the date or dates (or method of determining the date
             or dates) from which dividends on the shares of such series shall be
             cumulative;

                      (v) whether the shares of such series shall be subject to
             redemption in whole or in part, at the option of the Corporation or at
             the option of the holder or holders thereof or upon the happening of a
             specified event or events and, if so, the times, the prices therefor
             (in cash, securities or other property or a combination thereof) and
             any other terms and conditions of such redemption;

                      (vi) the amount or amounts payable upon shares of such series
             upon, and the rights of the holders of such series in, the voluntary or
             involuntary liquidation, dissolution or windingup of the Corporation
             and the relative rights of priority, if any, of payment of the shares
             of such series;

                      (vii) whether the shares of such series shall be subject to
             the operation of a retirement or sinking fund and, if so, the extent to
             which and the manner in which any such retirement or sinking fund shall
             be applied to the purchase or redemption of the shares of such series
             for retirement or other corporate purposes and the terms and provisions
             relative to the operation thereof, including the price or prices (in
             cash, securities or other property or a combination thereof), the
             period or periods within which and any other terms and conditions upon
             which the shares of such series shall be redeemed or purchased, in
             whole or in part, pursuant to the operation of such retirement or
             sinking find;

                      (viii) whether the shares of such series shall be convertible
             into, or exchangeable for, at the option of the holder or the
             Corporation or upon the happening of a specified event, shares of stock
             of any other class or of any other series of this class or any other
             securities or property of the Corporation or any other entity, and, if
             so, the price or prices (in cash, securities or other property or a
             combination thereof) or the rate or rates of conversion or exchange and
             the method, if any, of adjusting the same;

                      (ix) the limitations and restrictions, if any, to be effective
             while any shares of such series are outstanding upon the payment of
             dividends or the making of other distributions on, and upon the
             purchase, redemption or other acquisition by the Corporation of, the
             Common Stock, any other series of the Preferred Stock or any other
             class of capital stock;

                      (x) the conditions or restrictions, if any, upon the creation
             of indebtedness of the Corporation or upon the issue of any additional
             stock, including additional shares of such series or of any other
             series of the Preferred Stock or of any other class of capital stock;
             and

                      (xi) any other powers, preferences or rights, or any
             qualifications, limitations or restrictions thereof.

             Except as otherwise provided by such resolution or resolutions, all
    shares of the Preferred Stock shall be of equal rank. All shares of any one
    series of the Preferred Stock shall be identical in all respects with all other
    shares of such series, except that shares of any one series issued at different
    times may differ as to the dates from which dividends thereon shall be
    cumulative.

             Except as otherwise provided by such resolution or resolutions, all
    shares of Preferred Stock that are converted, redeemed, repurchased, exchanged
    or otherwise acquired by the Corporation shall be cancelled and retired and
    shall not be reissued.

             For all purposes, these Amended and Restated Articles of Incorporation
    shall include each resolution (if any) setting forth the terms of a series of
    Preferred Stock.

             Except as otherwise required by law or provided in the resolutions of
    the Board establishing the voting powers, designations, preferences and
    relative, participating, optional or other rights, if any, or the
    qualifications, limitations or restrictions of the relevant series, holders of
    Common Stock, as such, shall not be entitled to vote on any amendment of these
    Amended and Restated Articles of Incorporation that alters or changes the
    powers, preferences, rights or other terms of one or more outstanding series of
    Preferred Stock if the holders of such affected series are entitled, either
    separately or together with the holders of one or more other series of Preferred
    Stock, to vote thereon as a separate class pursuant to these Amended and
    Restated Articles of Incorporation or pursuant to the BCA as then in effect.

             (b) Options, Warrants and Other Rights. The Board of Directors of the
    Corporation is authorized to create and issue options, warrants and other rights
    from time to time entitling the holders

    thereof to purchase securities or other property of the Corporation or of any
    other entity, including any class or series of stock of the Corporation or of
    any other entity and whether or not in connection with the issuance or sale of
    any securities or other property of the Corporation, for such consideration (if
    any), at such times and upon such other terms and conditions as may be
    determined or authorized by the Board of Directors and set forth in one or more
    agreements or instruments. Among other things and without limitation, such terms
    and conditions may provide for the following:

                      (i) adjusting the number or exercise price of such options,
             warrants or other rights or the amount or nature of the securities or
             other property receivable upon exercise thereof in the event of a
             subdivision or combination of any securities, or a recapitalization, of
             the Corporation, the acquisition by any person of beneficial ownership
             of securities representing more than a designated percentage of the
             voting power of any outstanding series, class or classes of securities,
             a change in ownership of the Corporation's securities or a merger,
             statutory share exchange, consolidation, reorganization, sale of assets
             or other occurrence relating to the Corporation or any of its
             securities, and restricting the ability of the Corporation to enter
             into an agreement with respect to any such transaction absent an
             assumption by another party or parties thereto of the obligations of
             the Corporation under such options, warrants or other rights;

                      (ii) restricting, precluding or limiting the exercise,
             transfer or receipt of such options, warrants or other rights by any
             person that becomes the beneficial owner of a designated percentage of
             the voting power of any outstanding series, class or classes of
             securities of the Corporation or any direct or indirect transferee of
             such a person, or invalidating or voiding such options, warrants or
             other rights held by any such person or transferee; and

                      (iii) permitting the Board of Directors (or certain directors
             specified or qualified by the terms of the governing instruments of
             such options, warrants or other rights) to redeem, repurchase,
             terminate or exchange such options, warrants or other rights.

             This paragraph shall not be construed in any way to limit the power of
    the board of directors of the Corporation to create and issue options, warrants
    or other rights.

             (c) Preemptive and Similar Rights. No holder of shares of the
    Corporation shall, by reason thereof, have any preemptive or other preferential
    right to acquire, by subscription or otherwise, any unissued or treasury stock
    of the Corporation, or any other share of any class or series of the
    Corporation's shares to be issued because of an increase in the authorized
    capital stock of the Corporation, or any bonds, certificates of indebtedness,
    debentures or other securities convertible into shares of the Corporation.
    However, the Board of Directors may issue or dispose of any such unissued or
    treasury stock, or any such additional authorized issue of new shares or
    securities convertible into shares upon such terms as the Board of Directors
    may, in its discretion, determine, without offering to stockholders then of
    record, or any class of stockholders, any thereof, on the same terms or any
    terms.

    E. The Corporation shall have every power which a corporation now or hereafter
    organized under the BCA may have.

    F. The Board of Directors of the Corporation is expressly authorized to make,
    alter, amend or repeal bylaws of the Corporation. Notwithstanding any other
    provisions of these Amended and Restated Articles of Incorporation or the bylaws
    of the Corporation (and notwithstanding the fact that some lesser percentage may
    be specified by law, these Amended and Restated Articles of Incorporation or the
    bylaws of the Corporation), the affirmative vote of the holders of 66 2/3% or
    more of the outstanding shares of capital stock of the Corporation entitled to
    vote generally in the election of directors (considered for this purpose as one
    class) shall be required to amend, alter, change or repeal this Article F.

    G. The directors of the Corporation shall be divided into three classes. The
    initial term of office of the first such class of directors shall expire at the
    annual meeting of stockholders in 2008, the initial term of office of the second
    such class of directors shall expire at the annual meeting of stockholders in
    2007, and the initial term of office of the third such class of directors shall
    expire at the annual meeting of stockholders in 2006, with each such class of
    directors to hold office until their successors have been duly elected and
    qualified. The board of directors in office at the time of the filing of these
    Amended and Restated Articles of Incorporation with the Registrar of
    Corporations of the Republic of the Marshall Islands will designate, by
    resolution, which of its members will be the first, second or third classes of
    directors of the Corporation. At each annual meeting of stockholders, directors
    elected to succeed the directors whose terms expire at such annual meeting shall
    be elected to hold office for a term expiring at the annual meeting of
    stockholders in the third year following the year of their election and until
    their successors have been duly elected and qualified. If the number of
    directors is changed, any increase or decrease shall be apportioned among the
    classes in such manner as the board of directors of the Corporation shall
    determine, but no decrease in the number of directors may shorten the term of
    any incumbent director.

             No director who is part of any such class of directors may be removed
    except both for cause and with the affirmative vote of the holders of not less
    than 80% of the voting power of all outstanding shares of stock of the
    Corporation entitled to vote generally in the election of directors, considered
    for this purpose as a single class.

             Vacancies and newly created directorships resulting from any increase
    in the authorized number of directors or from any other cause (other than
    vacancies and newly created directorships which the holders of any class or
    classes of stock or series thereof are expressly entitled by these Amended and
    Restated Articles of Incorporation to fill) shall be filled by, and only by, a
    vote of not less than the majority of the directors then in office, although
    less than a quorum, or by the sole remaining director. Any director appointed to
    fill a vacancy or a newly created directorship shall hold office until the next
    election of the class of directors of the director which such director replaced
    or the class of directors to which such director was appointed, and until his or
    her successor is elected and qualified or until his or her earlier resignation
    or removal.

             Notwithstanding the foregoing, in the event that the holders of any
    class or series of Preferred Stock of the Corporation shall be entitled, voting
    separately as a class, to elect any directors of the Corporation, then the
    number of directors that may be elected by such holders voting separately as a
    class shall be in addition to the number otherwise fixed pursuant to resolution
    of the board of directors of the Corporation. Except as otherwise provided in
    the terms of such class or series, (i) the terms of the directors elected by
    such holders voting separately as a class shall expire at the annual meeting of
    stockholders next succeeding their election without regard to the classification
    of other directors and (ii) any director or directors elected by such holders
    voting separately as a class may be removed, with or without cause, by the
    holders of a majority of the voting power of all outstanding shares of stock of
    the Corporation entitled to vote separately as a class in an election of such
    directors.

             Cumulative voting, as defined in Section 71(2) of the BCA, shall not be
    used to elect directors. Notwithstanding any other provisions of these Amended
    and Restated Articles of Incorporation or the bylaws of the Corporation (and
    notwithstanding the fact that some lesser percentage may be specified by law,
    these Amended and Restated Articles of Incorporation or the bylaws of the
    Corporation), the affirmative vote of the holders of 66 2/3% or more of the
    outstanding shares of capital stock of the Corporation entitled to vote
    generally in the election of directors (considered for this purpose as one
    class) shall be required to amend, alter, change or repeal this Article G.

             No director of the Corporation shall have personal liability to the
    Corporation or its stockholders for monetary damages for breach of fiduciary
    duty as a director, provided, however, that this paragraph shall not eliminate
    or limit the liability of a director: (i) for any breach of the director's duty
    of loyalty to the Corporation or its stockholders; (ii) for acts or omissions
    not undertaken in good faith or which involve intentional misconduct or a
    knowing violation of law; or (iii) for any transaction from which the director
    derived an improper personal benefit.

    H. (a)   The Corporation may not engage in any Business Combination with any
    Interested Stockholder for a period of three years following the time of the
    transaction in which the person became an Interested Stockholder, unless:

             (1)  prior to such time, the Board of Directors of the Corporation
                  approved either the Business Combination or the transaction which
                  resulted in the stockholder becoming an Interested Stockholder;

             (2)  upon consummation of the transaction which resulted in the
                  stockholder becoming an Interested Stockholder, the Interested
                  Stockholder owned at least 85% of the voting stock of the
                  Corporation outstanding at the time the transaction commenced,
                  excluding for purposes of determining the number of shares
                  outstanding those shares owned (i) by persons who are directors
                  and also officers and (ii) employee stock plans in which employee
                  participants do not have the right to determine confidentially
                  whether shares held subject to the plan will be tendered in a
                  tender or exchange offer; or

             (3)  at or subsequent to such time, the Business Combination is
                  approved by the Board of Directors and authorized at an annual or
                  special meeting of stockholders, and not by written consent, by
                  the affirmative vote of at least 66 2/3% of the outstanding voting
                  stock that is not owned by the Interested Stockholder; or

             (4)  the stockholder was or became an Interested Stockholder prior to
                  the consummation of the initial public offering of the
                  Corporation's Common Stock under the United States Securities Act
                  of 1933, as amended.

      (b)    The restrictions contained in this section shall not apply if:

             (1)  A stockholder becomes an Interested Stockholder inadvertently and
                  (i) as soon as practicable divests itself of ownership of
                  sufficient shares so that the stockholder ceases to be an
                  Interested Stockholder; and (ii) would not, at any time within the
                  three-year period immediately prior to a Business Combination
                  between the Corporation and such stockholder, have been an
                  Interested Stockholder but for the inadvertent acquisition of
                  ownership; or

             (2)  The Business Combination is proposed prior to the consummation or
                  abandonment of and subsequent to the earlier of the public
                  announcement or the notice required hereunder of a proposed
                  transaction which (i) constitutes one of the transactions
                  described in the following sentence; (ii) is with or by a person
                  who either was not an Interested Stockholder during the previous
                  three years or who became an Interested Stockholder with the
                  approval of the Board; and (iii) is approved or not opposed by a
                  majority of the members of the Board then in office (but not less
                  than one) who were Directors prior to any person becoming

                  an Interested Stockholder during the previous three years or were
                  recommended for election or elected to succeed such Directors by a
                  majority of such Directors. The proposed transactions referred to
                  in the preceding sentence are limited to:

                  (i)    a merger or consolidation of the Corporation (except for a
                         merger in respect of which, pursuant to the BCA, no vote of
                         the stockholders of the Corporation is required);

                  (ii)   a sale, lease, exchange, mortgage, pledge, transfer or
                         other disposition (in one transaction or a series of
                         transactions), whether as part of a dissolution or
                         otherwise, of assets of the Corporation or of any direct or
                         indirect majority-owned subsidiary of the Corporation
                         (other than to any direct or indirect wholly-owned
                         subsidiary or to the Corporation) having an aggregate
                         market value equal to 50% or more of either that aggregate
                         market value of all of the assets of the Corporation
                         determined on a consolidated basis or the aggregate market
                         value of all the outstanding shares; or

                  (iii)  a proposed tender or exchange offer for 50% or more of the
                         outstanding voting shares of the Corporation.

                      The Corporation shall give not less than 20 days notice to all
    Interested Stockholders prior to the consummation of any of the transactions
    described in clause (i) or (ii) of section (b)(2) of this Article H.

        (c)  For the purpose of this Article H only, the term:

             (1)  "Affiliate" means a person that directly, or indirectly through
                  one or more intermediaries, controls, or is controlled by, or is
                  under common control with, another person.

             (2)  "Associate," when used to indicate a relationship with any person,
                  means: (i) Any corporation, partnership, unincorporated
                  association or other entity of which such person is a director,
                  officer or partner or is, directly or indirectly, the owner of 20%
                  or more of any class of voting shares; (ii) any trust or other
                  estate in which such person has at least a 20% beneficial interest
                  or as to which such person serves as trustee or in a similar
                  fiduciary capacity; and (iii) any relative or spouse of such
                  person, or any relative of such spouse, who has the same residence
                  as such person.

             (3)  "Business Combination," when used in reference to the Corporation
                  and any Interested Stockholder of the Corporation, means:

                  (i)    Any merger or consolidation of the Corporation or any
                         direct or indirect majority-owned subsidiary of the
                         Corporation with (A) the Interested Stockholder or any of
                         its affiliates, or (B) with any other corporation,
                         partnership, unincorporated association or other entity if
                         the merger or consolidation is caused by the Interested
                         Stockholder.

                  (ii)   Any sale, lease, exchange, mortgage, pledge, transfer or
                         other disposition (in one transaction or a series of
                         transactions), except proportionately as

                         a stockholder of the Corporation, to or with the Interested
                         Stockholder, whether as part of a dissolution or otherwise,
                         of assets of the Corporation or of any direct or indirect
                         majority-owned subsidiary of the Corporation which assets
                         have an aggregate market value equal to 10% or more of
                         either the aggregate market value of all the assets of the
                         Corporation determined on a consolidated basis or the
                         aggregate market value of all the outstanding shares of the
                         Corporation;

                  (iii)  Any transaction which results in the issuance or transfer
                         by the Corporation or by any direct or indirect
                         majority-owned subsidiary of the Corporation of any shares,
                         or any share of such subsidiary, to the Interested
                         Stockholder or any affiliate or associate of the Interested
                         Stockholder, except: (A) pursuant to the exercise, exchange
                         or conversion of securities exercisable for, exchangeable
                         for or convertible into shares, or shares of any such
                         subsidiary, which securities were outstanding prior to the
                         time that the Interested Stockholder became such; (B)
                         pursuant to a merger with a direct or indirect wholly-owned
                         subsidiary of the Corporation solely for purposes of
                         forming a holding company; (C) pursuant to a dividend or
                         distribution paid or made, or the exercise, exchange or
                         conversion of securities exercisable for, exchangeable for
                         or convertible into shares, or shares of any such
                         subsidiary, which security is distributed, pro rata to all
                         holders of a class or series of shares subsequent to the
                         time the Interested Stockholder became such; (D) pursuant
                         to an exchange offer by the Corporation to purchase shares
                         made on the same terms to all holders of said shares; or
                         (E) any issuance or transfer of shares by the Corporation;
                         provided however, that in no case under items (C)-(E) of
                         this subparagraph shall there be an increase in the
                         Interested Stockholder's and/or its affiliates' and
                         associates' proportionate share of the any class or series
                         of shares;

                  (iv)   Any transaction involving the Corporation or any direct or
                         indirect majority-owned subsidiary of the Corporation which
                         has the effect, directly or indirectly, of increasing the
                         proportionate share of any class or series of shares, or
                         securities convertible into any class or series of shares,
                         or shares of any such subsidiary, or securities convertible
                         into such shares, which is owned by the Interested
                         Stockholder or any affiliate or associate of the Interested
                         Stockholder, except as a result of immaterial changes due
                         to fractional share adjustments or as a result of any
                         purchase or redemption of any shares not caused, directly
                         or indirectly, by the Interested Stockholder; or

                  (v)    Any receipt by the Interested Stockholder of the benefit,
                         directly or indirectly (except proportionately as a
                         stockholder of the Corporation), of any loans, advances,
                         guarantees, pledges or other financial benefits (other than
                         those expressly permitted in subparagraphs (i)-(iv) of this
                         paragraph) provided by or through the Corporation or any
                         direct or indirect majority-owned subsidiary of the
                         Corporation.

             (4)  "Control," including the terms "controlling," "controlled by" and
                  "under common control with," means the possession, directly or
                  indirectly, of the power to direct or cause the direction of the
                  management and policies of a person,

                  whether through the ownership of voting shares, by contract or
                  otherwise. A person who is the owner of 20 percent or more of the
                  outstanding voting shares of any corporation, partnership,
                  unincorporated association or other entity shall be presumed to
                  have control of such entity, in the absence of proof by a
                  preponderance of the evidence to the contrary. Notwithstanding the
                  foregoing, a presumption of control shall not apply where such
                  person holds voting shares, in good faith and not for the purpose
                  of circumventing this provision, as an agent, bank, broker,
                  nominee, custodian or trustee for one or more owners who do not
                  individually or as a group have control of such entity.

             (5)  "Interested Stockholder" means any person (other than the
                  Corporation and any direct or indirect majority-owned subsidiary
                  of the Corporation) that (i) is the owner of 15% or more of the
                  outstanding voting shares of the Corporation, or (ii) is an
                  affiliate or associate of the Corporation and was the owner of 15%
                  or more of the outstanding voting shares of the Corporation at any
                  time within the three-year period immediately prior to the date on
                  which it is sought to be determined whether such person is an
                  Interested Stockholder; and the affiliates and associates of such
                  person; provided, however, that the term "Interested Stockholder"
                  shall not include any person whose ownership of shares in excess
                  of the 15% limitation set forth herein is the result of action
                  taken solely by the Corporation; provided that such person shall
                  be an Interested Stockholder if thereafter such person acquires
                  additional shares of voting shares of the Corporation, except as a
                  result of further Corporation action not caused, directly or
                  indirectly, by such person. For the purpose of determining whether
                  a person is an Interested Stockholder, the voting shares of the
                  Corporation deemed to be outstanding shall include voting shares
                  deemed to be owned by the person through application of paragraph
                  (8) below, but shall not include any other unissued shares which
                  may be issuable pursuant to any agreement, arrangement or
                  understanding, or upon exercise of conversion rights, warrants or
                  options, or otherwise.

             (6)  "Person" means any individual, corporation, partnership,
                  unincorporated association or other entity.

             (7)  "Voting stock" means, with respect to any corporation, shares of
                  any class or series entitled to vote generally in the election of
                  directors and, with respect to any entity that is not a
                  corporation, any equity interest entitled to vote generally in the
                  election of the governing body of such entity.

             (8)  "Owner," including the terms "own" and "owned," when used with
                  respect to any shares, means a person that individually or with or
                  through any of its affiliates or associates:

                  (i)    Beneficially owns such shares, directly or indirectly; or

                  (ii)   Has (A) the right to acquire such shares (whether such
                         right is exercisable immediately or only after the passage
                         of time) pursuant to any agreement, arrangement or
                         understanding, or upon the exercise of conversion rights,
                         exchange rights, warrants or options, or otherwise;
                         provided, however, that a person shall not be deemed the
                         owner of shares tendered pursuant to a tender or exchange
                         offer made by such person or

                         any of such person's affiliates or associates until such
                         tendered shares is accepted for purchase or exchange; or
                         (B) the right to vote such shares pursuant to any
                         agreement, arrangement or understanding; provided, however,
                         that a person shall not be deemed the owner of any shares
                         because of such person's right to vote such shares if the
                         agreement, arrangement or understanding to vote such shares
                         arises solely from a revocable proxy or consent given in
                         response to a proxy or consent solicitation made to 10 or
                         more persons; or

                  (iii)  Has any agreement, arrangement or understanding for the
                         purpose of acquiring, holding, voting (except voting
                         pursuant to a revocable proxy or consent as described in
                         item (B) of subparagraph (ii) of this paragraph), or
                         disposing of such shares with any other person that
                         beneficially owns, or whose affiliates or associates
                         beneficially own, directly or indirectly, such shares.

        (d)  Any amendment of this Article H shall not be effective until 12 months
             after the approval of such amendment at a meeting of the stockholders
             of the Corporation and shall not apply to any Business Combination
             between the Corporation and any person who became an Interested
             Stockholder of the Corporation at or prior to the time of such
             approval.

        (e)  Notwithstanding any other provisions of these Amended and Restated
             Articles of Incorporation or the bylaws of the Corporation (and
             notwithstanding the fact that some lesser percentage may be specified
             by law, these Amended and Restated Articles of Incorporation or the
             bylaws of the Corporation), the affirmative vote of the holders of 66
             2/3% or more of the outstanding shares of capital stock of the
             Corporation entitled to vote generally in the election of directors
             (considered for this purpose as one class) shall be required to amend,
             alter, change or repeal this Article H.

    I.       The Corporation may transfer its corporate domicile from the Marshall
    Islands to any other place in the world.

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                      IN WITNESS WHEREOF, StealthGas Inc. has caused these Amended
    and Restated Articles of Incorporation to be signed as of the ______ day of
    _____, 2005, by its Chief Executive Officer and President, who hereby affirms
    and acknowledges, under penalty of perjury, that these Amended and Restated
    Articles of Incorporation are the act and deed of the Corporation and that the
    facts stated herein are true.

                                             STEALTHGAS INC.

                                             By:_________________________
                                                Name:  Harry Vafias
                                                Title: Chief Executive Officer and
                                                       President