Exhibit 3.1

              Articles of Incorporation of Cody Capital Corporation







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     RECEIVED                                                FILED DEC -9 1987  
DEC 9 10 52 AM '87                                           STATE OF COLORADO  
DEPARTMENT OF STATE                                         DEPARTMENT OF STATE 
 STATE OF COLORADO                                          

                            ARTICLES OF INCORPORATION

                                       OF

                            CODY CAPITAL CORPORATION


     The  undersigned  natural  person,  who is more than eighteen years of age,
hereby establishes a corporation pursuant to the Statutes of Colorado and adopts
the following Articles of Incorporation:

     FIRST: The name of the corporation is CODY CAPITAL CORPORATION.

     SECOND: The corporation shall have perpetual existence.

     THIRD: (a) Purposes. The nature, objects and purposes of the business to be
transacted shall be as follows:

          (i) The seeking out and  completion of a merger with or acquisition of
     other companies or businesses.

          (ii) To transact  all lawful  business for which  corporations  may be
     incorporated pursuant to the Colorado Corporation Code, as amended.

     FOURTH: (a) The aggregate number of shares which the corporation shall have
authority  to issue is  50,000,000  shares of common stock having a par value of
$.0001 per share.

     (b) Each  shareholder of record shall have one vote for each share of stock
standing  in his or her name on the books of the  corporation  and  entitled  to
vote,  except in the  election of  directors,  he or she shall have the right to
vote such  number of shares  for as many  persons as there are  directors  to be
elected.  Cumulative  voting shall not be permitted in the election of directors
or otherwise.

     (c) At all meetings of  shareholders,  one-third of the shares  entitled to
vote at such  meeting,  represented  in person or by proxy,  shall  constitute a
quorum.

     (d)  The  shareholders, by  vote  or  concurrence  of  a  majority  of  the
outstanding shares of the corporation,  or any class or series thereof, entitled
to vote  on the  subject  matter,  may take any  action which,  except  for this
Article, would require a two-thirds vote under the Colorado Corporation Code, as
amended.

     (e) No  shareholder of the  corporation  shall have any preemptive or other
right to subscribe for any  additional  unissued or treasury  shares of stock or
for other  securities  of any  class,  or for  rights,  warrants  or  options to
purchase stock, any class, or for rights, warrants or options to purchase stock,
or for scrip, or for securities of any kind  convertible  into stock or carrying
stock purchase warrants or privileges.


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     (f) The  board  of  directors  may  from  time to  time  distribute  to the
shareholders in partial liquidation, out of stated capital or capital surplus of
the corporation,  a portion of its assets,  in cash or property,  subject to the
limitations  contained  in the  statutes  of  Colorado  and  these  Articles  of
Incorporation.

     FIFTH:  The number of  directors of the  corporation  shall be fixed by the
bylaws  and shall not be less than  three nor more than  nine.  Three  directors
shall constitute the initial board of directors.  The names and addresses of the
initial directors are as follows:

          Hans H. Richter
          5143 South Jamaica Way
          Aurora, Colorado 80111

          Christoph P. P. Muller
          c/o Red Lion Inn
          Boulder Canyon Highway 119
          Boulder, Colorado 80302

          R. Michael Jackson
          143 Union Boulevard, Suite 900
          Lakewood, Colorado 80228

     SIXTH: The address of the initial  registered  office of the corporation is
5143 South Jamaica Way, Aurora, Colorado 80111.

     The  name  of its  initial  registered  agent  at such  address  is Hans H.
Richter.

     The  corporation  may conduct part or all of its business in any other part
of  Colorado,  of the  United  States or of the  world.  It may hold,  purchase,
mortgage, lease and convey real and personal property in any of such places.

     SEVENTH:  The  following  legend  will be placed on each share  certificate
issued by the corporation,  unless registered under applicable  securities laws,
to restrict the transferability of the corporation's shares:

     "The shares  represented by this certificate have not been registered under
the Securities Act of 1933. The shares have been acquired for investment and may
not  be   sold,  transferred,  pledged  or  hypothecated  in the  absence  of an
effective  registration  statement  for the shares under the  Securities  Act of
1933, or an opinion of counsel to the company that  registration is not required
under said Act."

     In addition, the board of directors is authorized to impose any restriction
on the sale,  pledge, transfer or other disposition of shares of the corporation
by the shareholders which, in its sole discretion, is necessary or desirable for
the corporation, including, but not limited to, those restrictions

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necessary to enable the corporation to comply with state and federal  securities
laws.

     EIGHTH:  The following  provisions  are inserted for the  management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers  conferred by
law.

     (a) Contracts with directors, etc. No contract or other transaction between
the corporation and one or more of its directors or any other corporation, firm,
association  or entity in which one ore more of its  directors  are directors or
officers or are financially  interested  shall be either void or voidable solely
because of such  relationship  or interest or solely  because such directors are
present at the meeting of the board of  directors or a committee  thereof  which
authorized,  approves or ratifies such contract or transaction or solely because
their votes are counted for such  purpose if: (i) the fact of such  relationship
or interest is disclosed  or known to the board of directors or committee  which
authorizes,  approves  or ratifies  the  contract  or  transaction  by a vote or
consent  sufficient  for the purpose  without  counting the votes or consents of
such interest  directors;  or (ii) the fact of such  relationship or interest is
disclosed  or known to the  shareholders  entitled  to vote and they  authorize,
approve or ratify such  contract or transaction  by vote or written  consent; or
(iii) the contract or  transaction  is fair and  reasonable to the  corporation.
Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting  of the board of  directors  or a  committee  thereof  which
authorizes, approves or ratifies such contract or transaction.

     (b) Indemnification of directors,  etc. The corporation shall indemnify, to
the extent permitted by law, any director, officer, agent, fiduciary or employee
of the  corporation  against any claim,  liability or expense arising against or
incurred  by such person as a result of actions  reasonably  taken by him at the
direction of the corporation.  The corporation  shall further have the authority
to the full  extent  permitted  by law to  indemnify  its  directors,  officers,
agents,  fiduciaries  and  employees  against  any claim,  liability  or expense
arising against or incurred by them in all other  circumstances  and to maintain
insurance providing such indemnification.

     (c) Negation of equitable  interests in shares or rights.  The  corporation
shall  be  entitled  to  treat  the  registered  holder  of  any  shares  of the
corporation as the owner thereof for all purposes, including all rights deriving
from such  shares,  and shall not be bound to recognize  any  equitable or other
claim to, or interest in such shares or rights deriving from such shares, on the
part of any other person,  including but without limiting the generality hereof,
a purchaser,  assignee or transferee of such shares or rights deriving from such
shares,  unless and until such purchaser,  assignee,  transferee or other person
becomes the  registered  holder of such shares,  whether or not the  corporation
shall have either actual or constructive notice of the interest

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of such purchaser,  asignee, transferee or other person. The purchaser, assignee
or transferee of any of the shares of the corporation shall not be entitled:  to
receive notice of the meetings of the shareholders; to vote at such meetings; to
examine a list of the  shareholders;  to be paid dividends or other sums payable
to shareholders;  to be paid dividends or other sums payable to shareholders; or
to own,  enjoy and  exercise  any other  property or rights  deriving  from such
shares against the corporation, until such purchaser, assignee or transferee has
become the registered holder of such shares.  Notwithstanding the foregoing, the
directors may recognize as record owners shareholders who have been certified as
such pursuant to the procedures  required by the COlorado  Corporation Code, the
corporation's bylaws, and the board of directors.

     NINTH: The name and address of the incorporator is:

          R. Michael Jackson
          143 Union Boulevard, Suite 900
          Lakewood, Colorado 80228

     DATED the 8 day of December, 1987.


                                   /s/ R. MICHAEL JACKSON
                                   ------------------------------------
                                   Incorporator


                                  VERIFICATION


STATE OF COLORADO   )
                    ) ss.
COUNTY OF JEFFERSON )


     I, Sheryl Thompson,  a notary public,  hereby certify the on the 8th day of
December,  1987,  personally appeared before me R. Michael Jackson, who being by
me first duly  sworn,  declared  that he is the person who signed the  foregoing
document as incorporator and that the statements therein contained are true.

My commission expires: 10-25-88


                                   /s/ SHERYL THOMPSON
                                   ------------------------------------
                                   Notary Public