ARTICLES OF INCORPORATION
                                       OF
                               ISG RESOURCES, INC.

         The undersigned  natural person of the age of 18 years or older, acting
as incorporator of a corporation under the Utah Revised Business Corporation Act
(as it may be  amended  from time to time,  the  "Act"),  adopts  the  following
Articles of Incorporation for such corporation:

                                    ARTICLE I
                                      NAME

         The  name  of  this   corporation   is  "ISG   Resources,   Inc."  (the
"Corporation").
                                   ARTICLE II
                                     PURPOSE

         The  Corporation  is  organized to engage in any lawful act or activity
for which corporations may be organized under the Act.

                                   ARTICLE III
                               AUTHORIZED CAPITAL

         3.1 The total number of shares the  Corporation  is authorized to issue
is 10,000,000, no par value, which shall be divided into two classes as follows:
2,000,000  Preferred  Shares and 8,000,000  Common Shares.

         3.2 The  preferences,  limitations and relative rights of each class of
shares (to the extent established hereby), and the express grant of authority to
the board of directors to amend these  articles of  incorporation  to divide the
Preferred  Shares  into  series,   to  establish  and  modify  the  preferences,
limitations and relative rights of the Preferred  Shares,  and to otherwise make
changes  affecting the  capitalization  of the  Corporation,  subject to certain
limitations  and procedures  and as permitted by Section  16-10a-602 of the Act,
are as follows:

                  A. Common Shares.

                        1. Each  outstanding  Common  Share shall be entitled to
one vote on each matter to be voted on by the  shareholders of the  Corporation.

                        2. Subject to any rights that may be conferred  upon any
Preferred Shares, upon dissolution the holders of Common Shares then outstanding
shall be entitled to receive the net assets of the Corporation.  Such net assets
shall be divided among and paid to the holders of Common  Shares,  on a pro-rata
basis, according to the number of Common Shares held by them.

                        3. Subject to any rights that may be conferred  upon any
shares of Preferred  Shares,  dividends  may be paid on the  outstanding  Common
Shares if, as and when declared by the board of directors,  out of funds legally
available therefor.

                        4. All rights accruing to the outstanding  shares of the
Corporation  not  expressly  provided  for  to  the  contrary  herein  or in the
Corporation's  bylaws or in any  amendment  hereto or thereto shall be vested in
the Common Shares.

                  B.  Preferred   Shares.   The  board  of  directors,   without
shareholder  action,  may amend the  Corporation's  articles  of  incorporation,
pursuant  to the  authority  granted  to  the  board  of  directors  by  Section
16-10a-1002(1)(e)  of the Act,  to do any of the  following:

                        1.  designate and  determine,  in whole or in part,  the
preferences,  limitations  and relative  rights,  within the limits set forth in
section  16-10a-601 of the Act, of the  Preferred  Shares before the issuance of
any Preferred Shares;

                        2. create one or more series of  Preferred  Shares,  fix
the number of shares of each such series  (within the total number of authorized
Preferred  Shares  available  for  designation  as a part of such  series),  and
designate and determine, in whole or in part, the preferences,  limitations, and
relative rights of each series of Preferred Shares,  within the limits set forth
in Section  16-10a-601 of the Act, all before the issuance of any shares of such
series;

                        3.  alter or revoke  the  preferences,  limitations  and
relative  rights  granted to or imposed upon the  Preferred  Shares  (before the
issuance  of any  Preferred  Shares),  or upon any  wholly  unissued  series  of
Preferred Shares; or

                        4.   increase   or   decrease   the   number  of  shares
constituting any series of Preferred  Shares,  the number of shares of which was
originally fixed by the board of directors,  either before or after the issuance
of shares of the series, provided that the number may not be decreased below the
number of shares of such series then  outstanding,  or increased above the total
number of authorized  Preferred  Shares  available for  designation as a part of
such series.

                                   ARTICLE IV
                           REGISTERED OFFICE AND AGENT

         The street address of the initial  registered office of the Corporation
is 136 East South Temple,  Suite 1300, Salt Lake City,  Utah 84111.  The name of
the Corporation's initial registered agent at that address is Brett A. Hickman.

                                    ARTICLE V
                           INITIAL BOARD OF DIRECTORS

         The  Corporation's  board of  directors  shall  consist of at least two
persons,  with the precise number to be specified in accordance  with the bylaws
of the Corporation.  The names and addresses of the initial directors, who shall
serve  until  the  first  annual  meeting  of the  shareholders  or until  their
successors are elected and have qualified are:

                                        Joseph M. Silvestri
                                        136 East South Temple, Suite 1300
                                        Salt Lake City, UT  84111

                                        R Steve Creamer
                                        136 East South Temple, Suite 1300
                                        Salt Lake City, UT  84111

                                   ARTICLE VI
                      LIMITATION OF LIABILITY OF DIRECTORS

         To the fullest extent  permitted by the Act or any other applicable law
as now in effect or as may hereafter be amended,  a director of this Corporation
shall  not be  personally  liable to the  Corporation  or its  shareholders  for
monetary  damages  for any action  taken or any  failure to take any action as a
director.  No  amendment  to or repeal of this Article VI shall apply to or have
any  effect on the  liability  or  alleged  liability  of any  director  of this
Corporation for or with respect to any action or failure to act by such director
occurring prior to such amendment or repeal.

                                   ARTICLE VII
                                 INDEMNIFICATION

         7.1  The  Corporation  shall  indemnify  and  advance  expenses  to the
directors and officers of the  Corporation  to the fullest  extent  permitted by
applicable  law.  Without   limiting  the  generality  of  the  foregoing,   the
Corporation  shall indemnify and advance  expenses to the directors and officers
of the Corporation in all cases in which a corporation may indemnify and advance
expenses to a director or officer  under  sections  16-10a-902  and  16-10a-904,
respectively,  of the Act. The Corporation  shall consider and act expeditiously
as  possible   upon  any  and  all   requests  by  a  director  or  officer  for
indemnification or advancement of expenses.

         7.2 The board of directors may  indemnify  and advance  expenses to any
employee  or agent of the  Corporation  who is not a director  or officer of the
Corporation to any extent  consistent  with public policy,  as determined by the
general or specific actions of the board of directors.

         7.3 By action of the board of directors,  notwithstanding  any interest
of the  directors  in such  action,  the  Corporation  may purchase and maintain
liability  insurance  on behalf of a person who is or was a  director,  officer,
employee, fiduciary or agent of the Corporation,  against any liability asserted
against  or  incurred  by such  person in that  capacity  or  arising  from such
person's status as a director, officer, employee, fiduciary or agent, whether or
not the  Corporation  would have the power to  indemnify  such person  under the
applicable provisions of the Act.

         7.4 No  amendment  to or repeal of this  Article  VII shall  affect the
right of any of the Corporation's  directors,  officers,  employees or agents to
indemnification  for any  liability or alleged  liability for or with respect to
any action or failure to take any action by such person  occurring prior to such
amendment or repeal.

                                  ARTICLE VIII
                                  INCORPORATOR

         The name and address of the incorporator is:

                      William R. Gray             201 South Main, Suite 1800
                                                  Salt Lake City, UT  84111

         DATED this ____ day of July, 1998.

                                                  ------------------------------
                                                  William R. Gray, Incorporator

                       ACKNOWLEDGEMENT OF REGISTERED AGENT

         The undersigned hereby accepts and acknowledges  appointment as initial
registered agent of the Corporation named above.

                                                     Brett A. Hickman