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                                                                     EXHIBIT 4.7

                            ARTICLES OF INCORPORATION

                                       OF

                            DKM OFFSHORE ENERGY, INC.

                                    ARTICLE I

         The name of the corporation is DKM Offshore Energy, Inc.

                                   ARTICLE II

         The registered office of the corporation in the State of Texas is
located at 811 Dallas Street, Houston, Texas 77002. The name of its registered
agent at such an address is CT Corporation.

                                   ARTICLE III

         The corporation is to have perpetual existence.

                                   ARTICLE IV

         The purposes for which the corporation is organized are to transact any
and all lawful business for which corporations may be incorporated under, and
exercise the powers granted by, the Texas Business Corporation Act, as amended
from time to time, within or without the State of Texas, and to do such things
as may be incident to, and necessary or appropriate to effect, any and all of
the purposes for which the corporation is organized.

                                    ARTICLE V

         The total numbers of shares of all classes of stock which the
corporation shall be authorized to issue is One Thousand shares of common stock,
$1.00 per share par value.

                                   ARTICLE VI

         At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote. No shareholder shall have the right
to cumulate his votes in any election of directors.

                                   ARTICLE VII

         No shareholder of the corporation will by reason of his holding shares
of stock of the corporation have any preemptive or preferential rights to
purchase or subscribe to any shares of any class of stock of the corporation, or
any notes, debentures, bonds, warrants, options or other securities of the
corporation, now or hereafter to be authorized.

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                                  ARTICLE VIII

         No director of the corporation shall be liable to the corporation or
its shareholders for monetary damages for an act or omission in a director's
capacity as a director, except that this Article VIII does not eliminate or
limit the liability of a director for:

         (a)      a breach of a director's duty of loyalty to the corporation or
                  its shareholders;

         (b)      an act or omission not in good faith or that involves
                  intentional misconduct or a knowing violation of the law;

         (c)      a transaction from which a director received an improper
                  benefit, whether or not the benefit resulted from an action
                  taken within the scope of the director's office;

         (d)      an act or omission for which the liability of a director is
                  expressly provided for by statute; or

         (e)      an act related to an unlawful stock repurchase or payment of a
                  dividend.

                                   ARTICLE IX

         A.       The Corporation shall indemnify its directors and its former
directors and the Corporation may indemnify its officers and its former officers
against any losses, damages, claims or liabilities to which they may become
subject or which they may incur as a result of being or having been an officer
or director, and shall advance to them or reimburse them for expenses incurred
in connection therewith, to the maximum extent permitted by law. The Corporation
may indemnify other employees, agents or persons against any losses, damages,
claims or liabilities to which they may be come subject to which they may incur
as a result of having been an employee or agent or having acted for the
Corporation and may advance to them or reimburse them for expenses incurred in
connection therewith to the maximum extent permitted by law.

         B.       A person may be indemnified under this Article IX against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by the person in connection with a
proceeding; but if the person is found liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (2) shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
Corporation.

         C.       In the event of a settlement, indemnification shall be
provided only in connection with such matters covered by the settlement as to
which the Corporation is advised by its counsel that the person to be
indemnified did not commit such a breach of duty. The foregoing right of
indemnification shall not be exclusive of other rights to which he may be
entitled.

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         D.       The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, sole proprietorship, trust, other enterprise or employee benefit
plan, against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such a person, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of the Texas Business Corporation Act.

         E.       Without limiting the power of the corporation to procure or
maintain any kind of insurance or other arrangement, the Corporation may, for
the benefit of persons indemnified by the corporation (1) create a trust fund,
(2) establish any form of self-insurance, (3) secure its indemnity obligation by
grant of a security interest or other lien on the assets of the Corporation, or
(4) establish a letter of credit, guaranty or surety arrangement.

                                    Article X

         Whenever any action is to be taken by the corporation that requires the
vote or concurrence of its shareholders, the vote or concurrence of the holders
of a majority of the issued and outstanding shares of the corporation shall be
sufficient to approve or consent to such proposed action.

                                   Article XI

         The board of directors is expressly authorized to make, alter or amend
the Bylaws of the corporation or to adopt new Bylaws.

                                   Article XII

         The number of directors constituting the initial board of directors is
five, but such number may be changed in the manner provided in the bylaws of the
corporation. The names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders, or until their
successors are elected and qualified are:

<TABLE>
<CAPTION>
Name                                     Address
----------------------        -----------------------------
<S>                           <C>
Ernest H. Lorch               1100 Louisiana,  Suite 4550
                              Houston, Texas 77002

C. Richard Owens              1100 Louisiana,  Suite 4550
                              Houston, Texas 77002

Joseph V. Mariner             1100 Louisiana,  Suite 4550
                              Houston, Texas 77002

Sidney F. Jones, Jr.          1100 Louisiana,  Suite 4550
                              Houston, Texas 77002
</TABLE>

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<TABLE>
<CAPTION>
Name                          Address
----------------------        -----------------------------
<S>                           <C>
John A. Moran                 1100 Louisiana,  Suite 4550
                              Houston, Texas 77002
</TABLE>

                                  Article XIII

         The corporation shall not commence business until it has received for
the issuance of its shares consideration of the value of $1,000 consisting of
money, labor done or property actually received.

                                   Article XIV

         The name and address of the incorporator is Sidney F. Jones, Jr., 1100
Louisiana, Suite 4550, Houston, Texas 77002.

                              /s/ SIDNEY F. JONES, JR.
                              --------------------------------
                              Sidney F. Jones, Jr.
                              Incorporator

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                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                            DKM OFFSHORE ENERGY, INC.

         Pursuant to the provisions of Art 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation.

         ARTICLE ONE       The name of the corporation is DKM Offshore Energy,
Inc.

         ARTICLE TWO       The following amendment of the Articles of
Incorporation was adopted by the shareholders of the corporation on September
20, 1993.

                  ARTICLE I of the Articles of Incorporation is hereby amended
                  so as to read as follows:

                  1        The name of the corporation is MEDALLION CALIFORNIA
                           PROPERTIES COMPANY.

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         ARTICLE THREE     The number of shares of the corporation issued and
outstanding at the time of such adoption was 100, and the number of shares
entitled to vote thereon was 100.

         ARTICLE FOUR      The number of shares voted for such amendment was
100, and the number of shares voted against such amendment was 0.

         Dated September 21, 1993.

                                               DKM Offshore Energy, Inc.

                                               By: /s/ W.E. WARNOOK, JR.
                                                   --------------------------
                                               Name: W. E. Warnook, Jr.
                                               Title: President

<PAGE>

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                     MEDALLION CALIFORNIA PROPERTIES COMPANY

Medallion California Properties Company, a corporation organized and existing
under the Texas Business Corporation Act (the "Corporation") does hereby certify
that provision for the making of the following amendment to the Articles of
Incorporation of the Corporation is contained in an Order (the "Order") dated
January 30, 2001 of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), having jurisdiction pursuant to 28 U.S.C.
Section 1334, in In re KCS Energy, Inc., et al., Debtors, Case No. 00-0028 (PJW)
and Case Nos. 00-0310 (PJW) through 00-0318 (PJW) confirming the KCS Energy,
Inc. et al., Debtors Chapter 11 Plan of Reorganization:

                  A new Article XV is hereby added to the end of the Articles of
                  Incorporation:

         "XV      Notwithstanding anything contained in these Articles of
                  Incorporation to the contrary, the Corporation shall not
                  authorize or issue any non-voting equity securities or
                  authorize or issue any classes of securities possessing voting
                  power, in either case without complying with the provisions of
                  Title 11 United States Code Section 1123(a)(6)."

                  The undersigned persons certify that, pursuant to the Order of
the Bankruptcy Court, the Corporation, this 15th day of February, 2001, has
caused these Articles of Amendment to be signed by its President and attested by
its Secretary, and affirm that the statements contained herein are true.

ATTEST:                                     MEDALLION CALIFORNIA PROPERTIES
                                            COMPANY

/s/ FREDERICK DWYER                         By: /s/ GENE C. DALEY
-----------------------------                   --------------------------------
Frederick Dwyer, Secretary                      Gene C. Daley, President