CERTIFICATE OF INCORPORATION

                                       OF

                      FORTUNE NATURAL RESOURCES CORPORATION


               THE UNDERSIGNED,  in order to form a corporation for the purposes
hereinafter  stated,  under  and  pursuant  to  the  provision  of  the  General
Corporation Law of the State of Delaware, does hereby certify as follows:


                                    ARTICLE I

                                      NAME
                                      ----

               The  name  of  the  Corporation  is  Fortune  Natural   Resources
Corporation.


                                   ARTICLE II

                 REGISTERED OFFICE IN STATE AND REGISTERED AGENT
                 -----------------------------------------------

               The address of the  registered  office of the  Corporation in the
State of Delaware is 1209 Orange Street,  in the City of  Wilmington,  County of
New Castle.  The name of the  Corporation's  registered agent at such registered
office is The Corporation Trust Company.


                                   ARTICLE III

                                     PURPOSE
                                     -------

               The purpose for which the  Corporation  is organized is to engage
in any lawful act or activity for which  corporations may be organized under the
General Corporation Law of the State of Delaware.


                                   ARTICLE IV

                                  CAPITAL STOCK
                                  -------------

               Section 1. The  Corporation is authorized to issue two classes of
capital stock,  designated Common Stock and Preferred Stock. The total number of
shares of stock which the Corporation shall have authority to issue if Forty-Two
Million  (42,000,000),  consisting of Forty Million (40,000,00) shares of common
stock, par value $.01 per share (the "Common Stock") and Two Million (2,000,000)
shares of preferred stock, par value $1.00 per share (the "Preferred Stock").


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               Section 2.  Authorized and unissued  shares of Preferred Stock of
the Corporation may be issued from time to time in one or more series. The Board
of Directors  is hereby  authorized  to issue such shares of Preferred  Stock in
such series and to fix from time to time before issuance the number of shares to
be included in any series and the designation,  relative powers, preferences and
rights,  and the  qualifications,  limitations or  restrictions of all shares of
such series.  Without limiting the generality of the foregoing,  as to each such
series of Preferred  Stock,  the Board of Directors is  authorized  to fix or to
alter the dividend  rights,  dividend rate,  conversion  rights,  voting rights,
rights  and  terms  of  redemption  (including  sinking  fund  provisions),  the
redemption price or prices, the liquidation preferences, rights to subscribe for
or purchase any securities of the Corporation or any other corporation,  and the
number of shares constituting such series or any or all of them, all as shall be
determined from time to time by the Board of Directors and as shall be stated in
a resolution or resolutions  providing for the issuance of such Preferred Stock.
The Board of Directors may increase or decrease the number of shares in any such
series after the issuance of shares of that series,  but not below the number of
shares of such series then outstanding.  Should the number of shares of any such
series be so decreased,  the shares  constituting such decrease shall resume the
status which they had prior to the adoption of the resolution  originally fixing
the number of shares of such series.

               Section 3. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares then  outstanding)
by the  affirmative  vote of the  holders  of a  majority  of the  stock  of the
Corporation entitled to vote, with all such holders voting as a single class.

               Section  4.  No  holder  of  shares  of  capital   stock  of  the
Corporation  shall, as such holder,  have any right to purchase or subscribe for
any shares of the capital stock of the  Corporation or any other security of the
Corporation  which it may  issue or sell  (whether  out of the  number of shares
authorized by this  Certificate  of  Incorporation,  or out of any shares of the
capital stock of the Corporation  acquired by it after the issuance thereof,  or
otherwise)  other than such  right,  if any,  as the Board of  Directors  in its
discretion, may determine.

               Section 5. The Corporation shall not issue any non-voting capital
stock.

               Section  6.  Each  holder  of  Common  Stock  of the  Corporation
entitled to vote shall have one vote for each share thereof held.

               Section 7. The Corporation  shall be entitled to treat the person
in whose name any share of its stock is registered as the owner thereof, for all
purposes,  and shall not be bound to recognize  any equitable or other claim to,
or interest in, such share on the part of any other  person,  whether or not the
Corporation  shall  have  notice  thereof,   except  as  expressly  provided  by
applicable law.


                                    ARTICLE V

                      PROVISIONS FOR DEFINING, LIMITING AND
                        REGULATING CERTAIN POWERS OF THE
                        CORPORATION AND OF THE DIRECTORS
                        --------------------------------

               Section 1. All of the powers of the Corporations,  insofar as the
same may be lawfully vested by this Certificate of Incorporation in the Board of
directors, are hereby conferred upon the Board of Directors of the Corporation.



               Section 2. The number of  directors of the  Corporation  shall be
fixed  from  time to time by or in the  manner  provided  in the  Bylaws  of the
Corporation, but shall not be less than three. The directors shall be divided as
equally as the total number of directors will permit into three classes.  At the
election of the first board of Directors, the directors of the first class shall
be elected for a term of one year;  the directors of the second class for a term
of two years; and the directors of the third class for a term of three years. At
each annual election thereafter,  the successors to the class of directors whose
terms  shall  expire  that year shall be elected to hold  office for the term of
three  years,  so that  one-third  of the Board of  Directors  shall be  elected
annually.

               Section 3. In  furtherance  and not in  limitation  of the powers
conferred by statute,  the Board of directors is expressly  authorized to adopt,
amend or repeal the Bylaws of the Corporation, except any particular Bylaw which
is specified as not subject to alternation or repeal by the Board of Directors.

               Section  4.  To the  fullest  extent  permitted  by  the  General
Corporation  Law of the State of Delaware as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to the Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director.

               Section 5. Any  director or the entire board of directors of this
Corporation may be removed,  with or without cause, by the holders of a majority
of the shares  then  entitled to vote at an  election  of  directors;  provided,
however,  that if the  shareholders are then entitled to vote in the election of
directors by cumulative  voting, if less than the entire board is to be removed,
no director  may be removed  without  cause if the votes cast against his or her
removal would be sufficient to elect the director if then cumulatively  voted at
an election of the class of directors of which he or she is a part; and provided
further that  whenever  the holders of any class or series of capital  stock are
entitled to elect one or more  directors,  the  provisions of this Section shall
apply,  in respect to the removal  without  cause of a director or  directors so
elected,  to the vote of the holders of the outstanding  shares of that class or
series and not to the vote of the outstanding shares as a whole.


                                   ARTICLE VI

                                   AMENDMENTS
                                   ----------

               The  Corporation  reserves the right to amend,  alter,  change or
repeal any provision  contained in this  Certificate  of  Incorporation,  in the
manner now or hereafter prescribed by statute.


                                   ARTICLE VII

               The  incorporator  of the  Corporation is Dan E. Pasquini,  whose
mailing address is 1661 Lincoln Boulevard, Santa Monica, California 90404.

               IN WITNESS WHEREOF,  I have hereunto set my hand this 20th day of
May, 1987.



                                               /s/  Dan E. Pasquini
                                               ---------------------------------
                                               Dan E. Pasquini
                                               Incorporator