Filed Nevada Secretary of State

C3888-97

May 15, 2000


                               ARTICLES OF MERGER

         Pursuant  to  the  provisions  of  the  Nevada  Revised  Statutes,  the
undersigned  corporations  hereby  submit the  following  Articles of Merger for
filing  for the  purpose  of  merging  OMNI  ACQUISITION  CORPORATION,  a Nevada
corporation ("OMNI"), into TIDELANDS OIL & GAS CORPORATION, a Nevada corporation
("TIDELANDS").

                                    ARTICLE I

         The Plan of Merger  provides  for merging OMNI into  TIDELANDS.  It has
been approved,  adopted,  certified and acknowledged by each of the corporations
in  accordance  with the laws of  Nevada.  The plan of  merger is on file at the
principal place of business which is P.O. Box 270234,  Corpus Christi, TX 78247.
A copy of the  agreement of merger will be furnished on request and without cost
to any shareholder of any corporation that is a party to the merger.

         A.       OMNI was organized under the laws of Nevada.
         B.       TIDELANDS was organized under the laws of Nevada.

                                   ARTICLE II

         The merger was duly approved by the unanimous  consent of the directors
of TIDELANDS and OMNI. The  shareholder of OMNI approved the merger by unanimous
consent.  A single class of common stock was entitled to vote totaling 5,000,000
shares all of which  voted for the  merger.  This  consent  was  sufficient  for
approval of the plan of merger. No Tidelands shareholder vote was required.

                                   ARTICLE III

         The surviving  corporation will be TIDELANDS OIL & GAS  CORPORATION,  a
Nevada  corporation.  The  disappearing  corporation  will be  OMNI  ACQUISITION
CORPORATION, a Nevada corporation.

         DATED this 5th day of May, 2000.

TIDELANDS OIL & GAS CORPORATION

By: /s/ Michael R. Ward                    By: /s/ Royis Ward
   ---------------------                      ----------------------
Name:   Michael Ward                       Name:   Royis Ward
Title:  President                                  Title: Secretary


ARTICLES OF MERGER: 2

<PAGE>



OMNI ACQUISITION CORPORATION



By:   /s/ Michael R. Ward           By:   /s/ Michael R. Ward
   ---------------------------         ----------------------
Name:     Michael Ward              Name:     Michael Ward
Title:    President                 Title:    Secretary


STATE OF TEXAS              )
                            )   ss:
County of Nueces            )

         On this 11th day of May, 2000,  personally  appeared  before me Michael
Ward and Royis  Ward known to me to be the  corporate  officers  who  subscribed
their  names above on behalf of each  corporation,  in their  capacities  as the
stated  officers,  and who signed this  instrument as the free and voluntary act
and deed of the corporations for the uses and purposes set forth therein.

                                        /s/ Stacy L. McWhorter
                                       -----------------------
                                       NOTARY PUBLIC in and for the
                                       State of Texas.  Residing at:
                                       Commission expires: 1/21/04