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