LIMITED PARTNERSHIP AGREEMENT

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Exhibit 3.4

LIMITED PARTNERSHIP AGREEMENT
A California Limited Partnership

        This LIMITED PARTNERSHIP AGREEMENT (Agreement) is made as of July 20, 1996, among VENOCO, INC., a California corporation, as General Partner ("General Partner"), and WHITHER PIPELINE CORPORATION, a California corporation, as Limited Partner ("Limited Partner"). The General Partner and the Limited Partner are sometimes collectively referred to as the Partners, and individually as a Partner.

        By this Agreement, the Partners join together to form a Limited Partnership (the Partnership) under the California Revised Limited Partnership Act and agree to all the terms of this Agreement.

1.    Name.     The name of the Partnership is BMC, Ltd., a California Limited Partnership.

2.    Place of Business.     The principal place of business of the Partnership shall be 217 State Street, Suite 300, Santa Barbara, California 93101, or at such other place as the General Partner may determine. The General Partner shall give the Limited Partner at least thirty (30) days' notice of any change in the principal place of business of the Partnership.

3.    Purpose.     The purpose of the Partnership is to purchase, operate and develop oil and gas leases and properties more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof including, without limitation, all equipment useful or necessary in connection therewith.

4.    Term.     The Partnership term shall begin on the date of filing the Partnership's Certificate of Limited Partnership with the California Secretary of State's office. The Partnership term shall end on December 31, 2016, unless sooner terminated under Section 16 of this Agreement.

5.    Control in General Partner.     Subject to the voting rights of Limited Partner as provided in Section 14, the General Partner shall have exclusive and complete control over the business of the Partnership, including the power to assign duties, to sign deeds, notes, deeds of trust, contracts and leases, and to assume direction of business operations, and shall have all rights, power, and authority generally conferred by law or necessary, advisable, or consistent with accomplishing the purpose of the Partnership.

6.    Limitation on Partners' Obligations.     The General Partner is not obligated to devote full time to the affairs of the Partnership. The General Partner may become involved in other businesses and occupations and other partnerships. The General Partner shall devote to the Partnership business the amount of time reasonably necessary to manage the business and affairs of the Partnership and to perform the duties of the General Partner.

        A Partner shall have no obligation to present any investment opportunity to the Partnership, even if the opportunity is of a character consistent with the purpose of the Partnership and which, if presented to the Partnership, could be taken by the Partnership. Each Partner shall have the right to take for the Partner's own account or to recommend to others any investment opportunity. The Partners shall have no duties or obligations to one another except those expressly stated in this Agreement.

7.    Indemnification of General Partner.     The Partnership, its successors and assigns, shall indemnify, hold harmless, and pay all judgments and claims against the General Partner, its agents and assigns, arising from or in connection with any liability, loss, or damage incurred by any of them by reason of any act performed or omitted to be performed with respect to the business of the Partnership, including costs and attorneys' fees and any amounts expended in the settlement of any such claims, unless the loss, liability, or damage was caused by the gross negligence, fraud, or willful misconduct of the General Partner.

8.    Capital Contributions and Accounts.     Each Partner shall contribute as invested capital the amount shown opposite the Partner's name on Exhibit "B" to this Agreement, which Exhibit is hereby

incorporated by reference as though fully set forth herein. No Partner shall be required or permitted to make any additional contribution to the capital of the Partnership except with the unanimous consent of the Partners. If anyone is admitted as a new Partner to the Partnership, the Partners agree to make appropriate revisions to this Agreement, including revisions to the terms governing capital contributions and allocations, as may be appropriate. The admission of a new Partner shall not terminate the Partnership. Each Partner shall have a capital account equal to that Partner's capital contributions plus allocations of net income and minus distributions and allocations of net loss.

9.    Compensation of the General Partner.     The Partnership shall not pay any salary or fee to the General Partner or any part of the General Partner's overhead and administrative costs. However, the General Partner shall be entitled to payment pursuant to the terms and conditions of that certain Operating Agreement of even date herewith by and between the General Partner, as Operator, and the Partnership, as Non-Operator.

10.    Distributions and Allocations.     All distributions of cash or property and all allocations of income, expenses, deductions and loss shall be made to the Partners in proportion to Exhibit "B". The General Partner shall make cash distributions or not in its sole discretion.

11.    Accounting; Books and Records.     The fiscal year of the Partnership shall be September 1 — August 31. The Partnership books and records shall be kept using the accrual method of accounting. The General Partner shall keep at the principal office of the Partnership:

(A)

A current list in alphabetical order of the full name and last known business or residence address of each Partner, together with the contribution and share in profits and losses of each Partner.

(B)

A copy of the Certificate of Limited Partnership, any amendments thereto, and executed copies of any powers of attorney under which any certificate has been executed.

(C)

Copies of the Partnership's tax returns for the most recent six years.

(D)

Copies of this Agreement and all amendments.

(E)

Financial statements of the Partnership for the most recent six years.

        On request, the General Partner will promptly deliver to a Limited Partner, at the expense of the Partnership, a copy of any of the information referred to in (A), (B), or (D), above. Each Limited Partner has the right, on reasonable request, to inspect and to copy (at the Limited Partner's own expense, except as provided in the preceding sentence) any of the records described in this Section 11, and to obtain, promptly when available, copies of all the Partnership's tax returns. The General Partner shall send to each Partner, within 75 days after the end of each tax year, the information necessary for the Partner to complete the Partner's tax return with respect to Partnership matters.

12.    Transfer and Assignment.     No Limited Partner may transfer or assign his or her interest in the Partnership except with the consent of the General Partner. The General Partner's consent may be given or withheld in the General Partner's sole discretion. Notwithstanding the foregoing, a Limited Partner may, without the General Partner's consent, assign all or a portion of his or her interest in the Partnership to a spouse, lineal descendants, ancestors, or any trust exclusively for the benefit of the Limited Partner or any of the foregoing persons. Any person acquiring an interest from a Limited Partner shall be subject to all the terms and conditions of this Agreement, including the provisions of this Section 12. The General Partner may establish reasonable rules with respect to the admission of any person as a Limited Partner. The consent of other Limited Partners shall not be required for admission as a Limited Partner of a person who is an assignee or successor of a Limited Partner. An assignee, whether or not admitted as a substitute Limited Partner, shall be entitled to receive the assigning Limited Partner's share of allocable income and loss and distributions to the extent of the

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interest assigned. The General Partner's interest in the Partnership may be transferred or assigned only with the consent of all Limited Partners.

13.    Right of First Refusal.     If any Limited Partner (the Selling Partner) wishe