Mewbourne Energy Partners 05-A LP, et al. – IPO: ‘S-1’ on 3/5/04 – EX-3.1

On:  Friday, 3/5/04, at 5:01pm ET   ·   Accession #:  950134-4-3005   ·   File #s:  333-113340, -01

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.14M 
 2: EX-1.1      Form of Soliciting Dealer Agreement                   17     88K 
 3: EX-1.2      Form of Dealer Manager Agreement                      17     88K 
 4: EX-3.1      Certificate of Limited Parnership                      2±     9K 
 5: EX-4.1      Form of Agreement of Partnership                      58    242K 
 6: EX-4.2      Form of Subscription Agreement                         6     27K 
 7: EX-4.3      Form of Special Subscription Instructions              6     21K 
 8: EX-4.4      Form of Certificate of Limited Partner Interest        2     11K 
 9: EX-4.5      Form of Certificate of General Partner Interest        2     11K 
10: EX-5.1      Opinion/Consent of Vinson & Elkins LLP                 3     16K 
11: EX-8.1      Opinion of Vinson & Elkins LLP                         3     18K 
12: EX-10.1     Form of Drilling Program Agreement                    15     72K 
13: EX-10.2     Form of Escrow Agreement                               5     26K 
14: EX-10.3     Tax Partnership Provisions                             5     30K 
15: EX-10.4     Form of Operating Agreement                           62    238K 
16: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
17: EX-23.3     Consent of Forrest A. Garb & Associates                1      8K 

EX-3.1   —   Certificate of Limited Parnership

EX-3.1
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                                                                     EXHIBIT 3.1

CERTIFICATE OF LIMITED PARTNERSHIP
OF
MEWBOURNE ENERGY PARTNERS 04-A, L.P.

      This Certificate of Limited Partnership of MEWBOURNE ENERGY PARTNERS
04-A, L.P. (the "Partnership") is being executed and filed by the undersigned   
general partner to form a limited partnership under the Delaware Revised Uniform
Limited Partnership Act.                                                        

 ARTICLE ONE

       The name of the limited partnership formed hereby is MEWBOURNE ENERGY
PARTNERS 04-A, L.P.                                                             

 ARTICLE TWO

         The address of the registered office of the Partnership in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of 
New Castle, Delaware.                                                           

 ARTICLE THREE

        The name and address of the registered agent of the Partnership in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,   
1209 Orange Street, Wilmington, County of New Castle, Delaware.                 

ARTICLE FOUR

         The name and business address of the general partner of the Partnership
is:                                                                             

                                                                [Download Table]

             Name                              Business Address  
             ----                              ----------------  
                                                                 
Mewbourne Development Corporation              3901 S. Broadway  
                                               Tyler, Texas 75701

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership by and through a duly authorized officer thereof on this    
20th day of January, 2004.                                                      

                                   MEWBOURNE DEVELOPMENT
                                           CORPORATION, Managing Partner

                                     By:  /s/ J. Roe Buckley
                                                   -----------------------------
                                              J. Roe Buckley
                                                       Chief Financial Officer