EXHIBIT  3.1


                                                         CORPORATE ACCESS NUMBER
                                                                        20641637





                            BUSINESS CORPORATIONS ACT



                                   CERTIFICATE
                                       OF
                                  AMALGAMATION





ABACAN  RESOURCE  CORPORATION
IS  THE  RESULT  OF  AN  AMALGAMATION  FILED
ON  FEBRUARY  10,  1995






MUNICIPAL  AFFAIRS

SEAL                                                 /S/
                                                     ---------------------------
                                                     REGISTRAR  OF  CORPORATIONS
GOVERNMENT  OF  ALBERTA

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                                                      ARTICLES  OF  AMALGAMATION
                                                                         PAGE  1



                            BUSINESS  CORPORATIONS  ACT                  FORM  9
                                  (SECTION 179)

ALBERTA
CONSUMER  AND  CORPORATE  AFFAIRS     ARTICLES  OF  AMALGAMATION


1.     NAME  OF  AMALGAMATED  CORPORATION:

       ABACAN  RESOURCE  CORPORATION

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2.     CORPORATE  ACCESS  NO.:

       20641637

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3.     THE  CLASSES  AND  ANY  MAXIMUM  NUMBER OF SHARES THAT THE CORPORATION IS
       AUTHORIZED  TO  ISSUE:


       THE ATTACHED SCHEDULE 1 IS INCORPORATED INTO AND FORMS PART OF THIS FORM.

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4.     RESTRICTIONS  IF  ANY  ON  SHARE  TRANSFERS:


NONE

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5.     NUMBER  (OR  MINIMUM  AND  MAXIMUM  NUMBER)  OF  DIRECTORS:


       MINIMUM  1,  MAXIMUM  15

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6.     RESTRICTIONS  IF  ANY  ON  BUSINESS  THE  CORPORATION  MAY  CARRY  ON:

       NONE

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                                                      ARTICLES  OF  AMALGAMATION
                                                                         PAGE  2

7.     OTHER  PROVISIONS,  IF  ANY:


THE  BOARD  OF DIRECTORS OF THE CORPORATION MAY, BETWEEN ANNUAL MEETINGS APPOINT
ONE  OR  MORE  ADDITIONAL  DIRECTORS  OF THE CORPORATION TO SERVE UNTIL THE NEXT
ANNUAL  MEETING,  BUT  THE  NUMBER OF ADDITIONAL DIRECTORS SHALL NOT AT ANY TIME
EXCEED  ONE-THIRD  (1/3)  OF  THE  NUMBER  OF  DIRECTORS  WHO HELD OFFICE AT THE
EXPIRATION  OF  THE  LAST  ANNUAL  MEETING  OF  THE  CORPORATION.

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8.     NAME  OF  AMALGAMATING  CORPORATIONS:     CORPORATE  ACCESS  NO.:


       ABACAN  RESOURCE  CORPORATION                            20482411

       CANADIAN  ANGUS  RESOURCES  LTD.                         20389539

       CANSTAR  VENTURES  CORP.                                 20359023

       CANADIAN  INDUSTRIAL  MINERALS  CORP.                    20638943

       PROFILE  CAPITAL  CORP.                                  20368302


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9.     DATE                    SIGNATURE                    TITLE



FEBRUARY  10,  1995            /s/  Wade  Cherwayko         Director

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FOR  DEPARTMENTAL  USE  ONLY                                               FILED



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                                                      ARTICLES  OF  AMALGAMATION
                                                                         PAGE  3


                                  SCHEDULE "1"
                                  ------------

The  shares  which  the  Corporation  is  authorized  to  issue  are:

(a)  an unlimited  number of common shares without nominal or par value with the
     following rights, privileges, restrictions and conditions:

     (i)  to vote at meetings  of  shareholders,  except  meetings at which only
          holders of a specified class of shares are entitled to vote;

     (ii) subject  to  the  rights,  privileges,   restrictions  and  conditions
          attaching  to any other class of shares of the  Corporation,  to share
          equally in the remaining property of the Corporation upon liquidation,
          dissolution or winding-up of the Corporation; and

     (iii)subject to the rights of the preferred shares, the common shares shall
          be  entitled  to receive  dividends  if, as and when  declared  by the
          directors of the Corporation; and

(b)  an  unlimited  number of  preferred  shares  without  nominal  or par value
     ("Preferred   Shares")  which,  as  a  class,  have  attached  thereto  the
     following:

     (i)  the  Preferred  Shares  may from time to time be issued in one or more
          series and,  subject to the  following  provisions,  to the sending of
          articles  of  amendment  in  prescribed  form  and the  issuance  of a
          certificate  of amendment in respect  thereof,  the  directors may fix
          from time to time before  such issue the number of shares  which is to
          comprise  each  series  and  the  designation,   rights,   privileges,
          restrictions  and  conditions  attaching  to each series of  preferred
          shares  including,  without  limiting the generality of the foregoing,
          the  rate  or  amount  of  dividends  or  the  method  of  calculating
          dividends,  the dates of payment  thereof,  the  redemption,  purchase
          and/or  conversion  prices  and terms and  conditions  of  redemption,
          purchase and/or conversion, and any sinking fund or other provisions;


<PAGE>
                                                      ARTICLES  OF  AMALGAMATION
                                                                         PAGE  4

     (ii) the Preferred Shares of each series shall, with respect to the payment
          of dividends  and the  distribution  of assets or return of capital in
          the  event  of   liquidation,   dissolution   or   winding-up  of  the
          Corporation,  whether voluntary or involuntary, or any other return of
          capital or  distribution  of the assets of the  Corporation  among its
          shareholders  for the  purpose of winding  up its  affairs,  rank on a
          parity with the preferred shares of every other series and be entitled
          to preference  over the common shares and over any other shares of the
          Corporation  ranking  junior to the  preferred  shares.  The Preferred
          Shares of any series may also be given  such  other  preferences,  not
          inconsistent with these articles, over the common shares and any other
          shares of the Corporation  ranking junior to such preferred  shares as
          may be fixed in accordance with clause (b) (i);

     (iii)if any  cumulative  dividends  or  amounts  payable  on the  return of
          capital  in respect  of a series of  Preferred  Shares are not paid in
          full,  all series of Preferred  Shares shall  participate  rateably in
          respect of accumulated dividends and return of capital; and

     (iv) unless the directors  otherwise determine in the articles of amendment
          designating  a  series,  the  holder  of each  share  of a  series  of
          Preferred Shares shall not, except as otherwise  specifically provided
          in the Business  Corporations  Act  (Alberta),  be entitled to receive
                 ---------------------------
          notice of or vote at any meeting of shareholders.

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