Prescribed by J. Kenneth Blackwell                  Expedite this form  [X] Yes

     Please obtain fee amount and mailing  instructions from the Forms Inventory
     List  (using the 3 digit form # located  at the  bottom of this  form).  To
     obtain the Forms  Inventory  List or for  assistance,  please call Customer
     Service:

     Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)

                              CERTIFICATE OF MERGER

     In  accordance   with  the   requirements  of  Ohio  law,  the  undersigned
     corporations,  banks,  savings banks,  savings and loan,  limited liability
     companies, limited partnerships and/or partnerships with limited liability,
     desiring to effect a merger, set forth the following facts:

I.   Surviving Entity

     A. The name of the entity surviving the merger is:
         ISG RESOURCES, INC.

     B. Name  Change:  As a result  of this  merger,  the name of the  surviving
     entity has been changed to the following:

     C. The surviving entity is a: (Please check the appropriate box and fill in
     the appropriate blanks)

    [ ]   Domestic (Ohio) for-profit corporation, charter number _____________

    [ ]   Domestic (Ohio) non-profit corporation, charter number _____________

    [X]    oreign  (Non-Ohio)  corporation  incorporated  under  the laws of the
          state/country of _Utah_ and licensed to transact business in the State
          of Ohio under license number _1032651_

    [ ]   Foreign  (Non-Ohio)  corporation  incorporated  under  the laws of the
          state/country  of ______ and NOT licensed to transact  business in the
          State of Ohio

    [ ]   Domestic (Ohio) limited liability  company,  with registration  number
          ________

    [ ]   Foreign  (Non-Ohio) limited liability company organized under the laws
          of the  state/country of ________ and registered to do business in the
          State of Ohio under registration number ____________

    [ ]   Foreign  (Non-Ohio) limited liability company organized under the laws
          of the  state/country of ________ and NOT registered to do business in
          the State of Ohio.

    [ ]   Domestic (Ohio) limited partnership, with registration number _____.

    [ ]   Foreign (Non-Ohio) limited partnership organized under the laws of the
          state/country  of _________ and registered to do business in the State
          of Ohio under registration number _______.

    [ ]   Foreign (Non-Ohio) limited partnership organized under the laws of the
          state/country  of _________  and NOT  registered to do business in the
          State of Ohio.

    [ ]   Domestic  (Ohio)  partnership  having  limited  liability,   with  the
          registration number ___________.

    [ ]   Foreign  (Non-Ohio)  partnership  having limited  liability  organized
          under the laws of the  state/country  of _________  and  registered to
          business  in  the  state  of  Ohio  under  the   registration   number
          _____________.

II.  Merging Entities

     The   name,    charger/license/registration   number,   type   of   entity,
     state/country of incorporation or organization, respectively, of which is a
     party to the  merger  are as  follows:  (If this is  insufficient  space to
     reflect all merging  entities,  please attach a separate  sheet listing the
     merging entities.)

         Name                       State/Country of Organization Type of Entity

         ISG Resources, Inc.        Utah                          Corporation
         Irvine Fly Ash, Inc.       Ohio                          Corporation
         Mineral Specialties, Inc.  Montana                       Corporation

III. Merger Agreement on File

     The name and  mailing  address  of the  person  or entity  from  whom/which
     eligible  persons may obtain a copy of the agreement of merger upon written
     request:

         ISG Resources, Inc.                   136 East South Temple, Suite 1300
                     Attn: Curtis Brown               (street and number)
                       (name)

                     Salt Lake City                Utah               84111
              (city, village or township)        (state)            (zip code)

IV.  Effective Date of Merger

     This merger is to be effective on: _July 31, 1999_ (if a date is specified,
     the date must be a date on or after the date of filing;  the effective date
     of the  merger  cannot be earlier  than the date of  filing,  if no date is
     specified, the date of filing will be the effective date of the merger).

V.   Merger Authorized

     The laws of the  state or  country  under  which  each  constituent  entity
     exists,  permits  this  merger.  This  merger  was  adopted,  approved  and
     authorized by each of the constituent  entities in compliance with the laws
     of the state under which it is  organized,  and the  persons  signing  this
     certificate on behalf of the constituent entities are duly authorized to do
     so.

IV.  Statutory Agent

     The name and address of the surviving  entity's  statutory  agent upon whom
     any process, notice or demand may be served is:

            ________________________           ________________________________
                     (name)                          (street and number)

          ________________________, Ohio       ________________________________
           (city, village or township)                    (zip code)

     (This item MUST be completed if the  surviving  entity is a foreign  entity
     which is not  licensed,  registered  or  otherwise  authorized  to  conduct
     business in the state of Ohio.)

Acceptance of Agent

     The  undersigned,  named  herein  as the  statutory  agent  for  the  above
     referenced   surviving   entity,   hereby   acknowledges  and  accepts  the
     appointment of statutory agent for said entity.

                                                              /s/
                                                             ------------------
                                                             Signature of Agent

     (The acceptance of agent must be completed by domestic  surviving  entities
     if through this merger the  statutory  agent for the  surviving  entity has
     changed or the named agent  differs in any way from the name  currently  on
     record with the Secretary of State.)

VII. Statement of Merger

     Upon  filing,  or upon such later date as  specified  herein,  the  merging
     entity/entities listed herein shall merge into the listed surviving entity.

VIII.Amendments

     The articles of  incorporation,  articles of  organization,  certificate of
     limited partnership or registration of partnership having limited liability
     (circle  appropriate  term) of the  surviving  domestic  entity  have  been
     amended. Please see attached "Exhibit A." (Please note, if there will be no
     change please state "no change").

IX.  Qualification or Licensure of Foreign Surviving Entity

     A. The listed surviving foreign  corporation,  bank,  savings bank, savings
     and loan, limited liability company,  limited  partnership,  or partnership
     having limited  liability desires to transact business in Ohio as a foreign
     corporation,  bank,  savings  bank,  savings  and loan,  limited  liability
     company, limited partnership,  or partnership having limited liability, and
     hereby  appoints the  following as its  statutory  agent upon whom process,
     notice or demand against the entity may be served in the state of Ohio. The
     name and complete address of the statutory agent is:

            _________________________            ______________________________
                     (name)                            (street and number)

          ________________________, Ohio         _______________________________
           (city, village or township)                     (zip code)

     The subject surviving foreign corporation,  bank, savings bank, savings and
     loan, limited liability company, limited partnership, or partnership having
     limited  liability  irrevocably  consents  to  service  of  process  on the
     statutory  agent  listed  above  as  long  as the  authority  of the  agent
     continues, and to service of process upon the Secretary of State of Ohio if
     the agent cannot be found, if the corporation,  bank, savings bank, savings
     and loan, limited liability company,  limited  partnership,  or partnership
     having limited  liability fails to designate another agent when required to
     do so, or if the foreign corporation's, bank's, savings bank's, savings and
     loan's, limited liability company's, limited partnership's,  or partnership
     having limited  liability's  license or registration to do business in Ohio
     expires or is canceled.

     B.  The  qualifying  entity  also  states  as  follows:  (Complete  only if
     applicable)

         1. Foreign Notice Under Section 1703.031
         (If the qualifying  entity is a foreign bank,  savings bank, or savings
         and loan, then the following information must be completed.)

                  a. The name of the Foreign  Nationally/Federally charted bank,
                  savings bank, or savings and loan association is __________.

                  b.  The  name(s)  of  any  Trade   Name(s)   under  which  the
                  corporation will conduct business:
                    _____________________________________.

                  c. The location of the main office (non-Ohio) shall be:

                    __________________________________________________-
                                                (street address)

                  __________________________    _______     _______    ________
                 (city, township or village)    (county)    (state)   (zip code)


                  d. The  principal  office  location in the state of Ohio shall
                  be:

                    _______________________________
                               (street address)

                    _________________________    ________    _______   _________
                   (city, township or village)   (county)    (state)  (zip code)


                  (Please  note,  if there will not be an office in the state of
                  Ohio, please list none.)

                  e. The corporation  will exercise the following  purpose(s) in
                  the  state of Ohio:  (Please  provide a brief  summary  of the
                  business to be conducted; a general clause is not sufficient)
                   _________________________________________

         2. Foreign Qualifying Limited Liability Company

         (If the qualifying entity is a foreign limited liability  company,  the
         following information must be completed.)

                  a. The name of the limited  liability  company in its state of
                  organization/registration is _______________________________

                  b. The name under which the limited  liability company desires
                  to       transact        business       in       Ohio       is
                  _______________________________

                  c. The limited  liability  company was organized or registered
                  on  ___________   under  the  laws  of  the  state/country  of
                  ___________

                  d. The address to which interested persons may direct requests
                  for  copies  of  the  articles  of   organization,   operating
                  agreement, bylaws, or other chart documents of the company is:

                    _____________________________________
                                 (street address)

                    _______________________       ________           __________
                    (city, township or village)    (state)           (zip code)


         3. Foreign Qualifying Limited Partnership

         (If  the  qualifying  entity  is a  foreign  limited  partnership,  the
         following information must be completed).

                  a.    The    name    of    the    limited    partnership    is
                  _____________________

                  b. The limited partnership was formed on ____________________

                  c. The address of the office of the limited partnership in its
                  state/country of organization is:

                    ________________________________________
                                  (street address)

                    _________________________     ________   ______    ________
                   (city, township or village)   (county)   (state)   (zip code)


                  d. The limited partnership's principal office address is:

                         ________________________________________
                                  (street address)

                    _________________________     ________   ______    ________
                   (city, township or village)   (county)   (state)   (zip code)



                  e. The  names  and  business  or  residence  addresses  of the
                  General partners of the partnerships are as follows:

                     Name                                   Address
                    _____________________               _______________________

                  (If  insufficient  space to cover this item,  please  attach a
                  separate   sheet  listing  the  general   partners  and  their
                  respective addresses)

                  f. The  address  of the  office  where a list of the names and
                  business or residence  addresses  of the limited  partners and
                  their respective capital contributions is to be maintained is:

                    ________________________________________
                                  (street address)

                    _________________________     ________   ______    ________
                   (city, township or village)   (county)   (state)   (zip code)

                  The  limited   partnership  hereby  certifies  that  it  shall
                  maintain  said records until the  registration  of the limited
                  partnership in Ohio is canceled or withdrawn.

         4. Foreign Qualifying Partnership Having Limited Liability

                  a.    The    name    of    the     partnership     shall    be
                  ________________________

                  b. Please complete the following  appropriate  section (either
                  item b1 or b2):

                           1. The address of the partnership's  principal office
                           in Ohio is:

                             __________________________________________
                                        (street name and number)

                             _____________________, Ohio     ___________
                             (city, township or village)       (zip code)


                           (If the partnership  does not have a principal office
                           in Ohio, then items b2 and item c must be completed)

                           2. The address of the partnership's  principal office
                           (Non-Ohio):

                               _______________________________________
                                        (street address)

                              _______________________     ______       ________
                             (city, township or village) (state)      (zip code)


                  c. The name and  address of a  statutory  agent for service of
                  process in Ohio is as follows:

                    _______________________     ______________________________
                               (name)                (street address)

                    _________________________, Ohio         ________________
                       (city, township or village)           (zip code)


                  d.  Please  indicate  the state or  jurisdiction  in which the
                  Foreign Limited Liability Partnership has been formed
                        ____________________________________

                  e. The business which the partnership engages in is:
                     ________________________________________________

     The undersigned constituent entities have caused this certificate of merger
     to be signed by its duly authorized officers,  partners and representatives
     on the date(s) stated below.

     ISG Resources, Inc.                        Irvine Fly Ash, Inc.
     ------------------                         --------------------
     (Exact name of entity)                     (Exact name of entity)

     By:  /s/ Brett A. Hickman                  By:  /s/ Brett A. Hickman
        -----------------------                      ----------------------
     Its:  Brett A. Hickman, Sr. V.P.           Its:  Brett A. Hickman, Sr. V.P.
           & Secretary                                & Secretary
     Date: ______________________               Date: ______________________


     Mineral Specialties, Inc.
     ------------------------
     (Exact name of entity)

     By:  /s/ Brett A. Hickman
          --------------------
     Its:  Brett A. Hickman, Sr. V.P. & Secretary
     Date: ______________________