---

---

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

---

---

---

---

---

---

---

---

---

---

•

Interest Rate Risks—Murphy has variable-rate debt obligations that expose the Company to the effects of changes in interest rates. To partially reduce its exposure to interest rate risk, Murphy has interest rate swap agreements with notional amounts totaling $50 million at June 30, 2002 to hedge fluctuations in cash flows of a similar amount of variable rate debt. Interest rate swaps with notional amounts totaling $50 million matured during the second quarter of 2002. The remaining swaps mature in 2004. Under the interest rate swaps, the Company pays fixed rates averaging 6.17% over their composite lives and receives variable rates which averaged 2.02% at June 30, 2002. The variable rate received by the Company under each contract is repriced quarterly. The Company has a risk management control system to monitor interest rate cash flow risk attributable to the Company’s outstanding and forecasted debt obligations as well as the offsetting interest rate swaps. The control system involves using analytical techniques, including cash flow sensitivity analysis, to estimate the impact of interest rate changes on future cash flows. The fair value of the effective portions of the interest rate swaps and changes thereto is deferred in Accumulated Other Comprehensive Loss (AOCL) and is subsequently reclassified into Interest Expense in the periods in which the hedged interest payments on the variable-rate debt affect earnings. For the periods ended June 30, 2002 and 2001, the income effect from cash

---

•

Natural Gas Fuel Price Risks—The Company purchases natural gas as fuel at its Meraux, Louisiana refinery, and as such, is subject to commodity price risk related to the purchase price of this gas. Murphy has hedged the cash flow risk associated with the cost of a portion of the natural gas it will purchase in 2004 through 2006 by entering into natural gas swap contracts with a total notional volume of 9.2 million British Thermal Units (MMBTU). Under the natural gas swaps, the Company pays a fixed rate averaging $2.78 per MMBTU and receives a floating rate in each month of settlement based on the average NYMEX price for the final three trading days of the month. Murphy has a risk management control system to monitor natural gas price risk attributable both to forecasted natural gas fuel requirements and to Murphy’s natural gas swaps. The control system involves using analytical techniques, including various correlations of natural gas purchase prices to futures prices, to estimate the impact of changes in natural gas fuel prices on Murphy’s cash flows. The fair value of the effective portions of the natural gas swaps and changes thereto is deferred in AOCL and is subsequently reclassified into Crude Oil, Products and Related Operating Expenses in the periods in which the hedged natural gas fuel purchases affect earnings. For the periods ended June 30, 2002 and 2001, the income effect from cash flow hedging ineffectiveness was insignificant.

•

Natural Gas Sales Price Risks—The sales price of natural gas produced by the Company is subject to commodity price risk. Murphy has hedged the cash flow risk associated with the sales price for a portion of the natural gas it will produce in the United States and Canada from July 2002 to October 2002 by entering into financial contracts known as natural gas swaps and collars. The swaps cover a combined notional volume averaging 47,000 MMBTU equivalents per day and require Murphy to pay the average relevant index (NYMEX or AECO “C”) price for each month and receive an average price of $3.38 per MMBTU equivalent. The natural gas collars are for a combined notional volume averaging 48,000 MMBTU equivalents per day and based upon the relevant index prices, provide Murphy with an average floor price of $2.73 per MMBTU and an average ceiling price of $4.88 per MMBTU. Murphy has a risk management control system to monitor natural gas price risk attributable both to forecasted natural gas sales prices and to Murphy’s hedging instruments. The control system involves using analytical techniques, including various correlations of natural gas sales prices to futures prices, to estimate the impact of changes in natural gas prices on Murphy’s cash flows from the sale of natural gas.

---

•

Crude Oil Purchase Price Risks—Each month, the Company purchases crude oil as the primary feedstock for its U.S. refineries. Prior to April 2000, the Company was a party to crude oil swap agreements that limited the exposure of its U.S. refineries to the risks of fluctuations in cash flows resulting from changes in the prices of crude oil purchases in 2001 and 2002. Under each swap, Murphy would have paid a fixed crude oil price and would have received a floating price during the agreement’s contractual maturity period. In April 2000, the Company settled certain of the swaps and entered into offsetting contracts for the remaining swap agreements, locking in a total net gain of $7.7 million. The fair values of these settlement gains were recorded in AOCL as part of the transition adjustment at January 1, 2001 and are recognized as a reduction of costs of crude oil purchases in the period the forecasted transaction occurs. During the six-month period ended June 30, 2002, pretax gains of $3.6 million were reclassified from AOCL into earnings. No gains were reclassified into earnings in the second quarter of 2002 or in the six-month period ended June 30, 2001. The fair value of the offsetting crude oil swap contracts is based on the fixed swap price and the NYMEX crude oil futures price.

---

---

*

Additional details about results of operations are presented in the tables on page 17.

---

---

---

---

(1)

Natural gas converted on an energy equivalent basis of 6:1

(2)

Includes intracompany transfers at market prices.

(3)

U.S. dollar equivalent.

---

---

---

---

---

---

---

                                                                     Exhibit 3.2


                                     BY-LAWS


                        [LOGO OF MURPHY OIL CORPORATION]


                                   ARTICLE I.

                                    Offices.

     Section 1. Offices. Murphy Oil Corporation (hereinafter called the Company)
may have, in addition to its principal office in Delaware, a principal or other
office or offices at such place or places, either within or without the State of
Delaware, as the board of directors may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Company.

                                   ARTICLE II.

                            Meetings of Stockholders.

     Section 1. Place of Meetings. The annual meeting of the stockholders shall
be held at the place therein determined by the board of directors and stated in
the notice thereof, and other meetings of the stockholders may be held at such
place or places, within or without the State of Delaware, as shall be fixed by
the board of directors and stated in the notice thereof.

     Section 2. Annual Meetings. The annual meeting of stockholders for the
election of directors and the transaction of such other business as may come
before the meeting shall be held in each year on the second Wednesday in May. If
this date shall fall upon a legal holiday, the meeting shall be held on the next
succeeding business day. At each annual meeting the stockholders entitled to
vote shall elect a board of directors and they may transact such other corporate
business as shall be stated in the notice of the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board or by order of
the board of directors and shall be called by the Chairman of the Board or the
Secretary upon the written request of stockholders holding of record at least a
majority of the outstanding shares of stock of the Company entitled to vote at
such meeting. Such written request shall state the purpose or purposes for which
such meeting is to be called.

     Section 4. Notice of Meetings. Except as otherwise expressly required by
law, notice of each meeting of stockholders, whether annual or special, shall be
given at least 10 days before the date on

                                    Ex.3.2-1



which the meeting is to be held to each stockholder of record entitled to vote
thereat by delivering a notice thereof to him personally, or by mailing such
notice in a postage prepaid envelope directed to him at his address as it
appears on the books of the Company, unless he shall have filed with the
Secretary of the Company a written request that notices intended for him be
directed to another address, in which case such notice shall be directed to him
at the address designated in such request. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and if any stockholder shall in person or by
attorney thereunto authorized, in writing or by telegraph, cable, radio or
wireless and confirmed in writing, waive notice of any meeting of the
stockholders, whether prior to or after such meeting, notice thereof need not be
given to him. Notice of any adjourned meeting of the stockholders shall not be
required to be given except where expressly required by law.

     Section 5. Quorum. At each meeting of the stockholders the holders of
record of a majority of the issued and outstanding stock of the Company entitled
to vote at such meeting, present in person or by proxy, shall constitute a
quorum for the transaction of business except where otherwise provided by law,
the certificate of incorporation or these by-laws. In the absence of a quorum,
any officer entitled to preside at or act as secretary of such meeting shall
have the power to adjourn the meeting from time to time until a quorum shall be
constituted. At any such adjourned meeting at which a quorum shall be present
any business may be transacted which might have been transacted at the meeting
as originally called.

     Section 6. Voting. At every meeting of stockholders each holder of record
of the issued and outstanding stock of the Company entitled to vote at such
meeting shall be entitled to one vote in person or by proxy, but no proxy shall
be voted after three years from its date unless the proxy provides for a longer
period, and, except where the transfer books of the Company have been closed or
a date has been fixed as the record date for the determination of stockholders
entitled to vote, no share of stock shall be voted directly or indirectly. At
all meetings of the stockholders, a quorum being present, all matters shall be
decided by majority vote of those present in person or by proxy, except as
otherwise required by the laws of the State of Delaware or the certificate of
incorporation. The vote thereat on any question need not be by ballot unless
required by the laws of the State of Delaware.

                                  ARTICLE III.

                               Board of Directors.

     Section 1. General Powers. The property, business and affairs of the
Company shall be managed by the board of directors.

     Section 2. Number and Term of Office. The number of directors shall be ten,
but may from time to time be increased or diminished to not less than three by
amendment of these by-laws. Directors need not be stockholders. Each director
shall hold office until the annual meeting of the stockholders next following
his election and until his successor shall have been elected and shall qualify,
or until his death, resignation or removal.

                                    Ex.3.2-2



     Section 3. Quorum and Manner of Acting. Unless otherwise provided by law
the presence of six members of the board of directors shall be necessary to
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the directors present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given. At all meetings of directors, a quorum being present, all matters shall
be decided by the affirmative vote of a majority of the directors present,
except as otherwise required by the laws of the State of Delaware.

     Section 4. Place of Meetings, etc. The board of directors may hold its
meetings and keep the books and records of the Company at such place or places
within or without the State of Delaware as the board may from time to time
determine.

     Section 5. Annual Meeting. Promptly after each annual meeting of
stockholders for the election of directors and on the same day the board of
directors shall meet for the purpose of organization, the election of officers
and the transaction of other business. Notice of such meeting need not be given.
Such meeting may be held at any other time or place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors or in a consent and waiver of notice thereof signed by all the
directors.

     Section 6. Regular Meetings. Regular meetings of the board of directors may
be held at such time and place, within or without the State of Delaware, as
shall from time to time be determined by the board of directors. After there has
been such determination and notice thereof has been once given to each member of
the board of directors, regular meetings may be held without further notice
being given.

     Section 7. Special Meetings; Notice. Special meetings of the board of
directors shall be held whenever called by the Chairman of the Board or by a
majority of the directors. Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
10 days before the day on which the meeting is to be held, or shall be sent to
him at such place by telegraph, cable, radio or wireless, or be delivered
personally or by telephone, not later than the day before the day on which such
meeting is to be held. Each such notice shall state the time and place of the
meeting but need not state the purposes thereof. Notice of any meeting of the
board of directors need not be given to any director, however, if waived by him
in writing or by telegraph, cable, radio or wireless and confirmed in writing,
whether before or after such meeting, or if he shall be present at such meeting.
Any meeting of the board of directors shall be a legal meeting without any
notice thereof having been given if all the directors then in office shall be
present thereat.

     Section 8. Resignation. Any director of the Company may resign at any time
by giving written notice to the Chairman of the Board or the Secretary of the
Company. The resignation of any director shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 9. Removal. Any director may be removed at any time, either with or
without cause, by the affirmative vote of the holders of record of a majority of
the issued and outstanding class of

                                    Ex.3.2-3



stock of the Company entitled to vote for the election of such director, given
at a special meeting of the stockholders called for that purpose. The vacancy in
the board of directors caused by any such removal may be filled by the
stockholders at such meeting.

     Section 10. Vacancies. Any vacancy that shall occur in the board of
directors by reason of death, resignation, disqualification or removal or any
other cause whatever, unless filled as provided in Section 9 hereof, shall be
filled by the majority (even if that be only a single director) of the remaining
directors theretofore elected by the holders of the class of capital stock which
elected the directors whose office shall have become vacant. If any new
directorship is created by increase in the number of directors, a majority of
the directors then in office may fill such new directorship. The term of office
of any director so chosen to fill a vacancy or a new directorship shall
terminate upon the election and qualification of directors at any meeting of
stockholders called for the purpose of electing directors.

     Section 11. Compensation of Directors. Directors may receive a fee, as
fixed by the Chairman of the Board, for their services, together with expenses
for attendance at regular or special meetings of the board. Members of
committees of the board of directors may be allowed compensation for attending
committee meetings. Nothing herein contained shall be construed to preclude any
director from serving the Company or any subsidiary thereof in any other
capacity and receiving compensation therefor.

                                   ARTICLE IV.

                            Committees of the Board.

     Section 1. Executive Committee. The board of directors shall elect from the
directors an executive committee.

     The board of directors shall fill vacancies in the executive committee by
election from the directors.

     The executive committee shall fix its own rules of procedure and shall meet
where and as provided by such rules or by resolution of the board of directors,
but in every case the presence of at least three members of the committee shall
be necessary to constitute a quorum for the transaction of business.

     In every case the affirmative vote of a majority of all of the members of
the committee present at the meeting shall be necessary for the adoption of any
resolution.

     Section 2. Membership and Powers. The executive committee shall consist of
such number of members as the board in its discretion shall determine, in
addition to the Chairman of the Board, who by virtue of his office shall be a
member of the executive committee and chairman thereof. Unless otherwise ordered
by the board of directors, each elected member of the executive committee shall
continue to be a member thereof until the expiration of his term of office as a
director.

                                    Ex.3.2-4



     The executive committee, subject to any limitations prescribed by the board
of directors, shall have special charge of all financial accounting, legal and
general administrative affairs of the Company. During the intervals between the
meetings of the board of directors the executive committee shall have all the
powers of the board in the management of the business and affairs of the
Company, including the power to authorize the seal of the Company to be affixed
to all papers which require it, except that said committee shall not have the
power of the board (i) to fill vacancies in the board, (ii) to amend the
by-laws, (iii) to adopt a plan of merger or consolidation, (iv) to recommend to
the stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets of the
Company otherwise than in the usual and regular course of its business, or (v)
to recommend to the stockholders a voluntary dissolution of the Company or a
revocation thereof.

     Section 3. Other Committees. The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more other
committees, each committee to consist of two or more of the directors of the
Company, which, to the extent provided in said resolution or resolutions, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the Company, and may have power to authorize the
seal of the Company to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

                                   ARTICLE V.

                                    Officers.

     Section 1. Number. The principal officers of the Company shall be a
Chairman of the Board, President, one or more Vice Presidents (which may be
designated as Executive or Senior Vice President(s)), a Secretary, a Treasurer,
and a Controller. No officers except the Chairman of the Board and President
need be directors. One person may hold the offices and perform the duties of any
two or more of said offices.

     Section 2. Election and Term of Office. The principal officers of the
Company shall be chosen annually by the board of directors at the annual meeting
thereof. Each such officer shall hold office until his successor shall have been
chosen and shall qualify, or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.

     Section 3. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article V, the Company may have one or more
Assistant Vice Presidents, one or more Assistant Treasurers, one or more
Assistant Secretaries and such other officers, agents and employees as the board
of directors may deem necessary, each of whom shall hold office for such period,
have such authority, and perform such duties as the board or the President may
from time to time determine. The board of directors may delegate to any
principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

                                    Ex.3.2-5



     Section 4. Compensation of Principal Officers. The salaries of the
principal officers shall be fixed from time to time either by the board of
directors or by a committee of the board to which such power may be delegated.
The salaries of any other officers shall be fixed by the President or by a
committee or committees to which he may delegate such power.

     Section 5. Removal. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by the board of directors at any
regular meeting of the board or at any special meeting of the board called for
the purpose at which a quorum is present.

     Section 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these by-laws for
election or appointment to such office for such term.

     Section 7. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the stockholders and directors at which he may be present. He
shall have such other authority and responsibility and perform such other duties
as may be determined by the board of directors.

     Section 8. President. The President shall be the chief executive officer of
the Company and as such shall have general supervision and management of the
affairs of the Company subject to the control of the board of directors. He may
enter into any contract or execute any deeds, mortgages, bonds, contracts or
other instruments in the name and on behalf of the Company except in cases in
which the authority to enter into such contract or execute and deliver such
instrument, as the case may be, shall be otherwise expressly delegated. In
general he shall perform all duties incident to the office of President as
herein defined and all such other duties as from time to time may be assigned to
him by the board of directors. In the absence of the Chairman of the Board, the
President shall preside at meetings of the stockholders and directors.

     Section 9. Vice Presidents. The Vice Presidents, in order of their
seniority unless otherwise determined by the board of directors, shall in the
absence or disability of the President perform the duties and exercise the
powers of such offices. The Vice Presidents shall perform such other duties and
have such other powers as the President or the board of directors may from time
to time prescribe.

     Section 10. Secretary. The Secretary shall attend all sessions of the board
and all meetings of the stockholders, and record all votes and the minutes of
all proceedings in a book to be kept for that purpose, and shall perform like
duties for the committees of the board of directors when required. He shall give
or cause to be given, notice of all meetings of the stockholders and of special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, or the President, under whose
supervision he shall be. He shall keep in safe custody the seal of the Company
and, when authorized by the board of directors, affix the same to any instrument
requiring it, and when so affixed it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary.

     Section 11. Treasurer. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in the books belonging to the

                                    Ex.3.2-6



Company, and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated from time
to time by the Board of Directors.

     He shall disburse the funds of the Company as may be ordered by the board,
taking proper vouchers for such disbursements, and shall render to the President
and board of directors at the regular meetings of the board, or whenever they
may require it, an account of the financial condition of the Company.

     If required by the board of directors, he shall give the Company a bond, in
such sum and with such surety or sureties as shall be satisfactory to the board,
for the faithful performance of the duties of his office, and for the
restoration to the Company, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Company.

     Section 12. Controller. The Controller shall be in charge of the accounts
of the Company and shall perform such duties as from time to time may be
assigned to him by the President or by the board of directors.

                                   ARTICLE VI.

                           Shares and Their Transfer.

     Section 1. Certificates for Stock. Certificates for shares of capital stock
of the Company shall be numbered, and shall be entered in the books of the
Company, in the order in which they are issued.

     Section 2. Regulations. The board of directors may make such rules and
regulations as it may deem expedient, not inconsistent with the certificate of
incorporation or these by-laws, concerning the issue, transfer and registration
of certificates for shares of capital stock of the Company. It may appoint, or
authorize any principal officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all such certificates to bear the signature or signatures of any of
them.

     Section 3. Stock Certificate Signature. The certificates for shares of the
respective classes of such stock shall be signed by, or in the name of the
Company by, the Chairman of the Board, the President or any Vice President and
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and where signed (a) by a transfer agent or an assistant transfer
agent or (b) by a transfer clerk acting on behalf of the Company and a
registrar, the signature of any such Chairman of the Board, President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be facsimile. Each such certificate shall exhibit the name of the holder thereof
and number of shares represented thereby and shall not be valid until
countersigned by a transfer agent.

                                    Ex.3.2-7



     The board of directors may, if it so determines, direct that certificates
for shares of any class or classes of capital stock of the Company be registered
by a registrar, in which case such certificates will not be valid until so
registered.

     In case any officer of the Company who shall have signed, or whose
facsimile signature shall have been used on, any certificate for shares of
capital stock of the Company shall cease to be such officer, whether because of
death, resignation or otherwise, before such certificate shall have been
delivered by the Company, such certificate shall nevertheless be deemed to have
been adopted by the Company and may be issued and delivered as though the person
who signed such certificate or whose facsimile signature shall have been used
thereon had not ceased to be such officer.

     Section 4. Designations, Preferences, etc. on Certificates for Stock.
Certificates for shares of capital stock of the Company shall state on the face
or back thereof that the Company will furnish without charge to each stockholder
who so requests (which request may be addressed to the Secretary of the Company
or to a transfer agent) a statement of the designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof which the Company is authorized to issue and the
qualifications, limitations or restrictions of such preferences and/or rights.

     Section 5. Stock Ledger. A record shall be kept by the Secretary or by any
other officer, employee or agent designated by the board of directors of the
name of the person, firm, or corporation holding the stock represented by such
certificates, the number of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation the
respective dates of cancellation.

     Section 6. Cancellation. Every certificate surrendered to the Company for
exchange or transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled.

     Section 7. Transfers of Stock. Transfers of shares of the capital stock of
the Company shall be made only on the books of the Company by the registered
holder thereof or by his attorney thereunto authorized on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Company shall be deemed the owner thereof for all purposes as regards the
Company; provided, however, that whenever any transfer of shares shall be made
for collateral security, and not absolutely, such fact, if known to the
Secretary or the transfer agent making such transfer, shall be so expressed in
the entry of transfer.

     Section 8. Closing of Transfer Books. The board of directors may by
resolution direct that the stock transfer books of the Company be closed for a
period not exceeding 60 days preceding the date of any meeting of the
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Company shall go into effect, or for a period not
exceeding 60 days in connection with obtaining the consent of stockholders for
any purpose. In lieu of such closing of the stock transfer books, the board may
fix in advance a date, not exceeding 60 days preceding the date of any meeting

                                    Ex.3.2-8



of stockholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of any such dividend, or to receive any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion, or exchange of capital stock or to give such consent, as the case
may be, notwithstanding any transfer of any stock on the books of the Company
after any record date so fixed.

                                  ARTICLE VII.

                            Miscellaneous Provisions.

     Section 1. Corporate Seal. The board of directors shall provide a corporate
seal which shall be in the form of a circle and shall bear the name of the
Company and words and figures showing that it was incorporated in the State of
Delaware in the year 1964. The Secretary shall be the custodian of the seal. The
board of directors may authorize a duplicate seal to be kept and used by any
other officer.

     Section 2. Fiscal Year. The fiscal year of the Company shall be fixed by
resolution of the board of directors.

     Section 3. Voting of Stocks Owned by the Company. The board of directors
may authorize any person in behalf of the Company to attend, vote and grant
proxies to be used at any meeting of stockholders of any corporation in which
the Company may hold stock.

     Section 4. Dividends. Subject to the provisions of the certificate of
incorporation, the board of directors may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Company as and when they deem expedient. Dividends may be paid in
cash, in property, or in shares of capital stock of the Company, subject to the
provisions of the certificate of incorporation. Before declaring any dividend
there may be set apart out of any funds of the Company available for dividends
such sum or sums as the directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the directors shall deem
conducive to the interests of the Company.

                                  ARTICLE VIII.

                     Indemnification of Officers, Directors,
                        Employees and Agents; Insurance.

     Section 1. Indemnification.

                                    Ex.3.2-9



     (a) The Company may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) and, except for an
action by or in the right of the Company, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Except for an action by or
in the right of the Company, the termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. With respect to an action by or in the right of the Company, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

     (b) To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsection (a) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

     (c) Any indemnification under subsection (a) (unless ordered by a court)
shall be made by the Company only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsection (a). Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     (d) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors in the
manner provided in subsection (c) upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized in this section.

                                    Ex.3.2-10



     (e) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
other capacities while holding such offices, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     Section 2. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of either the General Corporation Law of the
State of Delaware or of these by-laws.

                                   ARTICLE IX.

                                   Amendments.

      The by-laws of the Company may be altered, amended or repealed either
by the affirmative vote of a majority of the stock issued and outstanding and
entitled to vote in respect thereof and represented in person or by proxy at any
annual or special meeting of the stockholders, or by the affirmative vote of a
majority of the directors then in office given at any regular or special meeting
of the board of directors. By-laws, whether made or altered by the stockholders
or by the board of directors, shall be subject to alteration or repeal by the
stockholders as in this Article provided.

                                    Ex.3.2-11

                                                                    EXHIBIT 99.1


                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Murphy Oil Corporation (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Claiborne P. Deming, Principal Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ Claiborne P. Deming
- -----------------------
Claiborne P. Deming
Principal Executive Officer
August 2, 2002

                                                                    EXHIBIT 99.2



                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Murphy Oil Corporation (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Steven
A. Cosse, Principal Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



/s/ Steven A. Cosse
- ----------------------
Steven A. Cosse
Principal Financial Officer
August 2, 2002