EXHIBIT 10.6

                            ARTICLES OF MERGER
                                    OF
                        VICTORIA EXPLORATION, INC.
                                   INTO
                           KESTREL ENERGY, INC.



      The  undersigned corporations, pursuant to Section 7-111-104 of  the
Colorado  Revised  Statutes,  hereby execute  the  following  Articles  of
Merger:

                                ARTICLE ONE

     The names of the corporations proposing to merge and the names of the
states  under  the  laws of which such corporations are organized  are  as
follows:

     Name of Corporation          State of Incorporation

  Victoria Exploration, Inc.             Colorado
     Kestrel Energy, Inc.                Colorado

                                ARTICLE TWO

     The Agreement and Plan of Merger under which the corporations propose
to merge is attached hereto as Exhibit A.

                               ARTICLE THREE

     The surviving corporation shall be Kestrel Energy, Inc. ("Kestrel").

                               ARTICLE FOUR

      The  Articles of Incorporation of Kestrel shall be the  Articles  of
Incorporation of the surviving corporation.

                               ARTICLE FIVE

      Kestrel,  the  surviving corporation, owns all  of  the  outstanding
shares  of Victoria Exploration, Inc. and approval by the shareholders  of
Kestrel was not required.

                                ARTICLE SIX

     The Effective Date of the merger is upon the filing of these Articles
of  Merger  with  the Secretary of State of the State  of  Colorado  which
complies with Section 7-111-104(5) of the Colorado Revised Statutes.

      IN  WITNESS WHEREOF each of the undersigned corporations has  caused
these  Articles of Merger to be executed in its name on this 22nd  day  of
June, 2001.

                                   VICTORIA EXPLORATION, INC.


                                   By:/s/ Timothy L. Hoope
                                     Timothy L. Hoops, President


                                   KESTREL ENERGY, INC.


                                   By:/s/ Timothy L. Hoops
                                     Timothy L. Hoops, President

                       AGREEMENT AND PLAN OF MERGER


      The  parties  to  be  merged are Kestrel Energy,  Inc.,  a  Colorado
corporation  (the  "Company") as the surviving corporation,  and  Victoria
Exploration, Inc., a Colorado corporation ("Victoria").

                                 RECITALS

1.   The  total number of shares which the Company is authorized to  issue
     is 20,000,000 shares of no par value common stock of which 7,680,000 are
     issued and outstanding, and 1,000,000 shares of preferred stock, $1.00 par
     value, of which no shares are outstanding.

2.   The  total number of shares which Victoria is authorized to issue  is
     100,000 shares of no par value common stock of which 100 shares are issued
     and outstanding and held by the Company.

3.   On  June  12,  2001,  the Board of Directors of the  Company  and  of
     Victoria approved the proposed merger by unanimous signed consent  to
     corporate action

                                 SECTION I
                              EFFECTIVE DATE

      The  effective date of the merger is upon the filing of the Articles
of  Merger  with  the  Secretary of State of the State  of  Colorado  (the
"Effective Date").

                                SECTION II
                           TERMS AND CONDITIONS

     On the Effective Date, the separate existence of Victoria shall cease
and  the  Company shall succeed to all the rights, privileges, immunities,
and  franchises,  and  all  the property, real, personal,  and  mixed,  of
Victoria,  without the separate transfer of the foregoing to the  Company.
The Company shall thereafter be responsible and liable for all liabilities
and  obligations of Victoria and neither the rights of creditors  nor  any
liens on the property of Victoria shall be impaired by the merger.


                                SECTION III
                            SURRENDER OF SHARES

      Upon  and following the Effective Date, the certificate representing
the  shares  of  Victoria  held by the Company shall  be  surrendered  and
cancelled.

      EXECUTED on behalf of Kestrel Energy, Inc. and Victoria Exploration,
Inc.  pursuant to the authorization of their respective Board of Directors
on this 22nd day of June, 2001.


                                   KESTREL ENERGY, INC.


                                   /s/Timothy L. Hoops
                                   Timothy L. Hoops, President


                                   VICTORIA EXPLORATION, INC.


                                   /s/Timothy L. Hoops
                                   Timothy L. Hoops, President