ARTICLES OF INCORPORATION
                               MESA HOLDINGS, INC.
         The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Nevada (particularly Chapter 78 of the Nevada Corporation Code and the
acts amendatory thereof and supplemental thereto) hereby certifies that:
                FIRST: The name of the corporation (hereinafter called the
       "Corporation") is:
                               MESA HOLDINGS, INC.
                SECOND: The name and street address of the registered agent of
       the Corporation in the State of Nevada is Burton, Bartlett & Glogovac, 50
       West Liberty Street, Suite 650, Reno, Nevada 89501.
                THIRD: The purpose of the Corporation is to engage in any lawful
       act or activity for which corporations may be organized under the laws of
       the State of Nevada.
                FOURTH: The Corporation is authorized to issue two classes of
       shares of capital stock designated as "Common Stock" and "Preferred
       Stock." The total number of shares of voting Common Stock which the
       Corporation shall have authority to issue is Seventy-Five Million
       (75,000,000) shares, with no par value. Each share of Common Stock issued
       and outstanding shall be entitled to one vote. The total number of shares
       of Preferred Stock which the Corporation shall have authority to issue is
       two Million (2,000,000) shares, with no par value. The Board of Directors
       may divide the shares of Preferred Stock into classes or series and
       shall, by resolution, fix and determine the voting powers, designations,
       preferences, limitations, restrictions, relative rights and
       distinguishing designation of each class or series.
                The Board of Directors shall have the right to create and issue,
       whether or not in connection with the issuance and sale of any of its
       shares or other securities, rights or options entitling the holders
       thereof to purchase from the Corporation shares of its Common or
       Preferred Stock upon such terms, at such times and at such prices as the
       Board of Directors may determine.
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                FIFTH: The name and the mailing address of the incorporator is
       as follows:
                                                  Paul R. Madden
                                                  Chapman and Cutler
                                                  Two North Central Avenue
                                                  Suite 1100
                                                  Phoenix, Arizona  85004
                  SIXTH: The members of the governing board shall be styled
         "directors." The first Board of Directors shall consist of seven
         directors. The name and address of the members of the first Board of
         Directors who shall serve until the first annual meeting of
         Shareholders are:
                NAME                                    MAILING ADDRESS
         Larry L. Risley                          2325 E. 30th Street
                                                  Farmington, New Mexico  87401
         E. Janie Risley                          2325 E. 30th Street
                                                  Farmington, New Mexico  87401
         J. Clark Stevens                         2325 E. 30th Street
                                                  Farmington, New Mexico  87401
         Jack Braly                               78805 Pina Street
                                                  LaQuinta, California  92253
         Blaine M. Jones                          3405 N. Ridge Court
                                                  Farmington, New Mexico  87401
         George W. Pennington                     401 W. Broadway
                                                  Bloomfield, New Mexico  87413
         Richard C. Poe                           6501 Montana Avenue
                                                  El Paso, Texas  79925
Thereafter, the number of persons to serve on the Board of Directors, their
terms of office and the manner of their election shall be fixed in the manner
provided in the Bylaws.
                  SEVENTH: To the fullest extent allowable under the Nevada
         Revised Statutes, no director or officer shall have personal liability
         to the Corporation or its shareholders, or to any other person or
         entity, for monetary damages for breach of his fiduciary duty as a
         director, except where there has been:
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                            (a) acts or omissions which involve intentional
                  misconduct, fraud or knowing violation of law; or
                            (b) authorization of the unlawful payment of a
                  dividend or other distribution on the Corporation's capital
                  stock, or the unlawful purchase of its capital stock.
                  EIGHTH: The Corporation may, to the fullest extent permitted
         by the provisions of Section 78.751 of the Corporation Code of the
         Nevada Revised Statutes as the same may be amended and supplemented,
         indemnify all persons whom it shall have power to indemnify under such
         section from and against any and all of the expenses, liabilities or
         other matters referred to in or covered by such section, and the
         indemnification provided for herein shall not be deemed exclusive of
         any other rights to which those indemnified may be entitled under any
         Bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, 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. The Corporation may pay or otherwise
         advance all expenses of officers and directors incurred in defending a
         civil or criminal action, suit or proceeding as such expenses are
         incurred and in advance of the final disposition of the action, suit or
         proceeding, provided that the indemnified officer or director
         undertakes to repay the amounts so advanced if a court of competent
         jurisdiction ultimately determines that such officer or director is not
         entitled to be indemnified by the Corporation. Nothing herein shall be
         construed to affect any rights to advancement of expenses to which
         personnel other than officers or directors of the Corporation may be
         entitled under any contract or otherwise by law.
                  NINTH: Pursuant to Section 78.434 of the Corporation Code of
         the Nevada Revised Statutes, as the same may be amended and
         supplemented, the Corporation elects not to be governed by Sections
         78.411 to 78.444 inclusive of the Nevada Revised Statutes.
Dated this 28th day of May, 1996.
                                                  By ___________________________
                                                  Its Incorporator