FIRST AMENDMENT TO COMPANY AGREEMENT OF MILAGRO EXPLORATION II, LLC

EXHIBIT 3.11

FIRST AMENDMENT TO
COMPANY AGREEMENT OF
▇▇▇▇▇▇▇ EXPLORATION II, LLC

     THIS FIRST AMENDMENT (this “Amendment”) to the Company Agreement (the “Agreement”) of ▇▇▇▇▇▇▇ Exploration II, LLC (the “Company”) is entered into as of November 30, 2007, by ▇▇▇▇▇▇▇ Mezz, LLC, a Delaware limited liability company and the sole member of the Company. Capitalized terms used but not defined in this Amendment have the meaning given them in the Agreement.

RECITALS

     A. The initial member of the Company was ▇▇▇▇▇▇▇ Exploration, LP.

     B. Effective November 30, 2007, the Company merged with and into ▇▇▇▇▇▇▇ Exploration, LP, with the Company surviving and changing its name to ▇▇▇▇▇▇▇ Exploration, LLC (the “Merger”).

     C. As a result of the Merger, the sole member of the Company is ▇▇▇▇▇▇▇ Mezz, LLC (“Mezz”).

     D. The Member desires to amend the Agreement to reflect (i) the name change of the Company to “▇▇▇▇▇▇▇ Exploration, LLC” and (ii) that Mezz is now the sole member of the Company.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

     1. All references in the Agreement to “▇▇▇▇▇▇▇ Exploration II, LLC” are hereby deleted and replaced with “▇▇▇▇▇▇▇ Exploration, LLC.”

     2. Article 2 of the Agreement is hereby deleted and replaced with the following:

     “2. Sole Member. ▇▇▇▇▇▇▇ Mezz, LLC shall be the sole member of the Company (the “Member”).”

     3. Except to the extent modified or amended by this Amendment, the Agreement shall remain in full force and effect as originally written.

[Signature appears on following page]

     The Amendment is executed as of the date set out in the preamble to this Amendment.