ARTICLES OF MERGER
                                 FOR THE MERGER
                                       OF
                             FLY ASH PRODUCTS, INC.
                                  WITH AND INTO
                               ISG RESOURCES, INC.

     Pursuant to the  provisions  of section  4-27-1105  of the  Arkansas - 1987
Business  Corporation  Act,  ISG  Resources,   Inc.,  a  Utah  corporation  (the
"Corporation"), the surviving corporation in the merger, hereby adopts and files
these Articles of Merger.

     FIRST:  A true and  correct  copy of the Plan of  Merger  (the  "Plan")  is
attached hereto and made a part hereof.  Pursuant to the Plan, each  constituent
corporation, will merge with and into the Corporation.

     SECOND:  The name and state of incorporation of each corporation which is a
party to this merger,  the designation and number of outstanding  shares of each
such  corporation,  and the number of shares voted for and against the Plan, are
set forth in the following table:

<TABLE>
<CAPTION>
--------------------------------------- -------------------- --------------------- ----------------- -----------------
                                                               Designation And       Shares Voted      Shares Voted
                                              State of            Number of            For the       Against the Plan
         Name of Corporation               Incorporation       Outstanding Shares        Plan

<S>                                     <C>                  <C>                         <C>                <C>
ISG Resources, Inc.                     Utah                 100 shares of               100                0
                                                             Common Stock

JTM Industries, Inc.                    Texas                100 shares of               100                0
                                                             Common Stock

KBK Enterprises, Inc.                   Pennsylvania         450 shares of               450                0
                                                             Common Stock

Pozzolanic Resources, Inc.              Washington           200 shares of               200                0
                                                             Class A Common Stock

                                                             2,900 shares of            2,900               0
                                                             Special Dividend
                                                             Class C Stock

                                                             5,800 shares of            5,800               0
                                                             Special Dividend
                                                             Class D Stock

St. Helens Investments, Inc.            Washington           100 shares of               100                0
                                                             Class A Voting
                                                             Common Stock

                                                             3,000 shares of            3,000               0
                                                             Class B Non-Voting
                                                             Common Stock

                                                             775,000 shares of         775,000              0
                                                             Special Dividend
                                                             Class C Stock

Pozzolanic Northwest, Inc.              Washington           200 shares of               200                0
                                                             Voting Common Stock

                                                             300 shares of               300                0
                                                             Non-Voting Common
                                                             Stock

                                                             2,900 shares of            2,900               0
                                                             Preferred Capital A
                                                             Stock

                                                             5,800 shares of            5,800               0
                                                             Preferred Capital B
                                                             Stock

Pozzolanic Northwest Bulk Carriers,     Washington           500 shares of               500                0
Inc.                                                         Voting Class A
                                                             Common Stock

                                                             60,000 shares of           60,000              0
                                                             Class B Regular
                                                             Dividend Stock

Power Plant Aggregates of Iowa, Inc.    Iowa                 230 shares of               230                0
                                                             Common Stock

Midwest Fly Ash & Materials, Inc.       Iowa                 100 shares of               100                0
                                                             Common Stock

Livestock Waste Management, Inc.        Iowa                 1 share of Common            1                 0
                                                             Stock

Michigan Ash Sales Company              Michigan             1,000 shares of            1,000               0
                                                             Common Stock

U.S. Stabilization, Inc.                Michigan             1,000 shares of            1,000               0
                                                             Common Stock

FLO FIL Co., Inc.                       Michigan             1,000 shares of            1,000               0
                                                             Common Stoc

Fly Ash Products, Inc.                  Arkansas             900 shares of               900                0
                                                             Common Stock
--------------------------------------- -------------------- --------------------- ----------------- -----------------
</TABLE>

     THIRD:  The  shareholders  of each of the  constituent  corporations in the
merger unanimously  approved the Plan. The designation and number of outstanding
shares of each constituent  corporation,  and the number of shares voted for and
against the plan by class, is set forth in the table in paragraph Second above.

     FOURTH: The effective date of the merger shall be January 1, 1999.

     IN WITNESS  WHEREOF,  the undersigned  executed these Articles of Merger on
this ___ day of November, 1998.

                                         ISG RESOURCES, INC.,
                                         a Utah corporation

                                         By:
                                            --------------------------
                                               R Steve Creamer
                                               Chief Executive Officer