Exhibit 3.1
                         CERTIFICATE OF INCORPORATION

                                      OF

                        INLAND MINERAL RESOURCES CORP.
<PAGE>
                         CERTIFICATE OF INCORPORATION

                                      of

                        INLAND MINERAL RESOURCES CORP.

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

     FIRST:  The name of the corporation is

          INLAND MINERAL RESOURCES CORP.

     SECOND:  The principal office of the corporation is to be located in the
City of Dover, in the County of Kent, in the State of Delaware.  The name of
its resident agent is the UNITED STATES CORPORATION COMPANY, whose address is
No. 129 South State Street in said city.

     THIRD:   The nature of the business of the corporation and the objects
or purposes proposed to be transacted, promoted or carried on by it are:

                    To do any or all things incidental to, necessary,
               suitable, useful, convenient or appertaining to the
               producing, prospecting for, drilling for, mining,
               manufacturing, buying, importing, acquiring, scouring,
               transporting, refining, reducing, condensing, analysing,
               separating, purifying, distributing, marketing, utilizing,
               dealing in, storing, exporting, or otherwise disposing of
               and turning to account, any and all kinds and grades of
               minerals, ores, oils and gases.

                    To purchase, take hold own, lease, exchange or
               otherwise acquire, and develop, sell, mortgage, let and deal
               in oil-bearing properties, leases, mines, wells, and rights,
               and any and all interest whatsoever therein or thereto.

                    To manufacture, buy, sell, deal in, and to engage in,
               conduct and carry on the business of manufacturing, buying,
               selling and dealing in goods, wares and merchandise of every
               class and description necessary or useful for the operations
               of this corporation.

                    To improve, manage, develop, sell, assign, transfer,
               lease, mortgage, pledge, or otherwise dispose of or turn to
               account or deal with all or any part of the property of the
               corporation and from time to time to vary any investment or
               employment of capital of the corporation.

                    To borrow money, and to make and issue notes, bonds,
               debentures, obligations and evidences of indebtedness of all
               kinds, whether secured by mortgage, pledge or otherwise,
               without limit as to amount, and to secure the same by
               mortgage, pledge or otherwise; and generally to make and
               perform agreements and contracts of every kind and
               description.

                    To the same extent as natural persons might or could
               do, to purchase or otherwise acquire, and to hold, own,
               maintain, work, develop, sell, lease, exchange, hire,
               convey, mortgage or otherwise dispose of and deal in, lands
               and leaseholds, and any interest, estate and rights of real
               property, and any personal or mixed property, and any
               franchises, rights, licenses or privileges necessary,
               convenient or appropriate for any of the purposes herein
               expressed.

                    To apply for, obtain, register, purchase, lease or
               otherwise to acquire and to hold, own, use, develop, operate
               and introduce, and to sell, assign, grant licenses or
               territorial rights in respect to, or otherwise to turn to
               account or dispose of, any copyrights, trade marks, trade
               names, brands, labels, patent rights, letters patent of the
               Unites States or of any other country or government,
               inventions, improvements and processes, whether used in
               connection with or secured under letters patent or
               otherwise.

                    To do all and everything necessary, suitable and
               proper for the accomplishment of any of the purposes or the
               attainment of any of the objects or the furtherance of any
               of the powers hereinbefore set forth, either alone or in
               association with other corporations, firms or individuals,
               and to do every other act or acts, thing or things
               incidental or appurtenant to or growing out of or connected
               with the aforesaid business or powers or any part or parts
               thereof, provided the same be not inconsistent with the laws
               under which this corporation is organized.

                    To acquire by purchase, subscription or otherwise, and
               to hold for investment or otherwise and to use, sell,
               assign, transfer, mortgage, pledge or otherwise deal with or
               dispose of stocks, bonds, or any other obligations or
               securities of any corporation or corporations; to merge or
               consolidate with any corporation in such manner as may be
               permitted by law; to aid in any manner any corporation whose
               stocks, bonds or other obligations are held or in any manner
               guaranteed by this corporation, or in which this corporation
               is in any way interested; and to do any other acts or things
               for the preservation, protection, improvement or enhancement
               of the value of any such stock, bonds, or other obligations;
               and while owner of any such stock, bonds or other
               obligations to exercise all the rights, powers and
               privileges of ownership thereof, and to exercise any and all
               voting powers thereon; to guarantee the payment of dividends
               upon any stock, or the principal or interest or both, of any
               bonds or other obligations and the performance of any
               contracts.

                    The business or purpose of the corporation is from
               time to time to do any one or more of the sets and things
               hereinabove set forth, and it shall have power to conduct
               and carry on its said business, or any part thereof, and to
               have one or more offices, and to exercise any or all of its
               corporate powers and rights, in the State of Delaware, and
               in the various other states, territories, colonies and
               dependencies of the United States, in the District of
               Columbia, and in all or any foreign countries.

                    To enumeration herein of the objects and purposes of
               this corporation shall be construed as powers as well as
               objects and purposes and shall not be deemed to exclude by
               inference any powers, objects or purposes which this
               corporation is empowered to exercise, whether expressly by
               fares of the laws of the State of Delaware now or hereafter
               in effect or impliedly by the reasonable construction of the
               said laws.

     FOURTH:  The total number of shares of stock which the corporation is
authorized to issue is two million (2,000,000), and the par value of each of
such shares is one cent ($.01).

     FIFTH:  The minimum amount of capital with which the corporation will
commence business is one thousand dollars ($1,000.00).

     SIXTH:  The name and place of residence of each of the incorporators is
as follows:

               NAME                RESIDENCE
     Garvin P,. Kiernan       160 Broadway, New York 38, N.Y.
     Stuart C. Marple, Jr.    160 Broadway, New York 38, N.Y.
     Thomas A. McCarthy       160 Broadway, New York 38, N.Y.

     SEVENTH:  The corporation is to have perpetual existence.

     EIGHT:  The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatsoever.

     NINTH:  The following provisions are inserted for the management of the
business and for the conduct of the affairs of this corporation, and for
further definition, limitation and regulation of the powers of this
corporation and of its directors and stockholders:

     (1)  The number of directors of the corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws, but
shall not be less than three.  Election of directors need not be by ballot
unless the by-laws so provide.

     (2)  The Board of Directors shall have power

          (a)  Without the accept or vote of the stockholders, to make,
          alter, amend, change, add to, or repeal the by-laws of this
          corporation; to fix and vary the amount to be reserved for any
          proper purpose; to authorize and cause to be executed mortgages
          and liens upon any part of the property of the corporation
          provided it be less than substantially all; to determine the use
          and disposition of any surplus or net profits and to fix the times
          for the declaration and payment of dividends.

          (b)  To determine from time to time whether, and to what extent,
          and at what times and places, and under what conditions and
          regulations, the accounts and books of the corporation (other than
          the stock ledger) or any of them, shall be open to the inspection
          of the stockholders.

     (3)  The directors in their discretion may submit any contract or set
for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
there at (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the corporation
and upon all the stockholders, as though it had been approved or ratified by
every stockholder of the corporation, whether or not the contract or not would
otherwise be open to legal attack because of directors' interest, or for any
other reason.

     (4)  In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised
or done by the corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-laws so made
shall invalidate any prior act of the directors which would have been valid if
such by-laws had not been made.

     TENTH:  No contract or other transaction between the corporation and any
other corporation shall be affected or invalidated by the fact that any one or
more of the directors of this corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporation,
and any director or directors, individually or jointly may be a party or
parties to or may be interested in any contract or transaction of this
corporation or in which this corporation is interested; and no contract, set
or transaction of this corporation with any person or persons, firm or
association, shall be affected or invalidated by the fact that any director or
directors of this corporation is a party, or are parties to, or interested in,
such contract, act or transaction, or in any way connected with such person or
person, firm or association, and such and every person who may become a
director of this corporation is hereby relieved from any liability that might
otherwise exist from contracting with the corporation for the benefit of
himself or any firm or corporation in which he may be in any wise interested.

     ELEVENTH:  Any person made a party to any action, suite or proceeding by
reason of the fact that he, his testator or intestate, is or was a director,
officer or employee of this corporation or of any corporation which he served
as such at the request of this corporation, shall be indemnified by the
corporation against the reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with any appeal
therein, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such officer, director or employee is
liable for negligence or misconduct in the performance of his duties.  Such
right of indemnification shall not be deemed exclusive of any other rights to
which such director, officer or employee may be entitled by law.

     TWELFTH:  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certification of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.

     IN WITNESS WHEREOF, we have hereunto set out hands and seals, the 14thday
of November, 1955.

In the presence of:

/s/
                              /s/Garvin P. Kiernan
                              /s/Stuart C. Marple, Jr.
                              /s/Thomas A. McCarthy

STATE OF NEW YORK     )
                      )  SS.:
COUNTY OF NEW YORK    )

     BE IT REMEMBERED that on this 14th day of November, A.D., 1955,
personally came before me, Edith Singer, a Notary Public in and for the County
and State aforesaid, Garvin P. Kiernan, Stuart C. Marple, Jr. and Thomas A.
McCarthy, parties to the foregoing Certificate of Incorporation, known to me
personally to be such, and severally acknowledged the said Certificate to be
the act and deed of the signers respectively, and that the facts therein
stated are truly set forth.

     GIVEN under my hand and seal of office the day and year aforesaid.

                              /s/Edith Singer