ARTICLES OF MERGER
                                       OF
                               ISG RESOURCES, INC.

         Pursuant to the  provisions of section  16-10a-1105 of the Utah Revised
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
                                                                  Number of            For the       Against the Plan
                                             State of         Outstanding Shares         Plan
    Name of Corporation                  Incorporation

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


                                          By:_________________________________
                                                R Steve Creamer
                                                Chief Executive Officer