ARTICLES OF INCORPORATION              EXHIBIT 3.3(a)
                                     OF
                                PENVEST, INC.

      These Articles of Incorporation are executed pursuant to the 
provisions of Act 284, Public Acts of 1972.

                                  ARTICLE I

      The name of the Corporation is PENVEST, INC.

                                 ARTICLE II

      The purpose or purposes for which the Corporation is organized is to 
engage in any activity within the purposes for which corporations may be 
organized under the Business Corporation Act of Michigan.

                                 ARTICLE III

Part 1.  Authorized Capital Stock

      The total authorized capital stock is 100 shares of Common Stock of a 
par value $.01 per share (the "Common Stock").

      The statement of the designations and the voting and other powers, 
preferences and rights, and the qualifications, limitations or restrictions 
thereof, of the Common Stock and is as follows:

Part 2.  Voting Rights

      The holders of shares of the Common Stock shall be entitled to one 
vote per share upon each matter coming before any meeting of stockholders.

Part 3.  Preemptive Rights

      The holders of shares of Common Stock shall have no pre-emptive rights 
to subscribe for, or purchase, any additional issues of shares of the 
capital stock of the Corporation of any class, now or hereafter authorized, 
or any bonds, debentures, or other obligations or rights or options 
convertible into or exchangeable for, or entitling, the holder or owner to 
subscribe for, or purchase, any shares of capital stock, or any rights to 
exchange shares issued for shares to be issued.

Part 4.  Issuance of Stock

      Except as may be provided by law, the shares of capital stock of any 
class or series may be issued by the Corporation, from time to time, without 
action by the shareholders, for such lawful considerations as may, from time 
to time, be fixed by the Board of Directors.

                                 ARTICLE IV

      The address of the initial registered office is: 600 Lakeshore Drive, 
Houghton, Michigan 49931.

      The name of the initial resident agent is:  Clarence R. Fisher.

                                  ARTICLE V

      The name and address of the incorporator is:

      Name                                   Business Address

      Upper Peninsula Energy Corporation,    600 Lakeshore Drive
       a Michigan corporation                Houghton, Michigan 49931-0130

                                 ARTICLE VI

      1.  A director of the Corporation shall not be personally liable to 
the Corporation, or its shareholders, for monetary damages for breach of 
fiduciary duty as a director, except for liability (i) for any breach of the 
director's duty of loyalty to the Corporation, or its shareholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct 
or a knowing violation of law, (iii), for a violation of Section 551(1) of 
the Michigan Business Corporation Act, or (iv) for any transaction from 
which the director derived an improper personal benefit.  In the event the 
Michigan Business Corporation Act is hereafter amended to authorize 
corporate action, further eliminating or limiting the personal liability of 
directors, then the liability of a director of the Corporation shall be 
eliminated or limited to the fullest extent permitted by the Michigan 
Business Corporation Act, as so amended.  Any repeal, amendment or other 
modification of this section shall not adversely affect any right or 
protection of any director of the Corporation existing at the time of such 
repeal, amendment or other modification for, or with respect to, any act or 
omission occurring prior to the time of such repeal, amendment or other 
modification.

      2.  The Corporation shall indemnify any and all of its directors and 
officers, or former directors and officers, or any individual who is, or 
was, serving at the Corporation's request as a director, officer, partner, 
trustee, employee or agent of another foreign or domestic corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise 
(whether for profit or not).  A person is considered to be serving an 
employee benefit plan at the Corporation's request if his duties to the 
Corporation also impose duties on, or otherwise involve services by him to 
the plan or to participants in, or beneficiaries of, the plan.  Such 
indemnification shall be fixed by agreement between the Corporation and such 
person.  Such indemnification shall not be deemed exclusive of any other 
rights to which those indemnified may be entitled, whether under the 
Articles of Incorporation, under any bylaw, vote of shareholders, insurance 
agreement, statute, or otherwise.

                                 ARTICLE VII

      At a meeting of the Shareholders, called for the purpose of removing
any Director, such Director may, by a vote of a majority of all the shares 
outstanding and entitled to vote, be removed from office for cause and another
be elected in his place.

                                ARTICLE VIII

      The Board of Directors of the Corporation shall not make or alter any 
Bylaws.


      Upper Peninsula Energy Corporation, a Michigan corporation, the 
incorporator, hereby causes these Articles of Incorporation to be executed 
by its duly authorized officer this 20th day of October, 1995.

                                       Upper Peninsula Energy Corporation,
                                           a Michigan corporation



                                       By  /s/ Clarence R. Fisher
                                          -------------------------------------
                                           Clarence R. Fisher, Its 
                                                Chairman of
                                           the Board and President