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                                                                     EXHIBIT 2.2


                              CERTIFICATE OF MERGER

               OF MERCURY AIR GROUP, INC., a New York corporation

                                      INTO

                 MERCURY AIR GROUP, INC., a Delaware corporation


      The undersigned corporation

      DOES HEREBY CERTIFY:

      FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

      NAME                              STATE OF INCORPORATION

      MERCURY AIR GROUP, INC.           NEW YORK

      MERCURY AIR GROUP, INC.           DELAWARE

      SECOND: That an agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

      THIRD: That the name of the surviving corporation of the merger is Mercury
Air Group, Inc., a Delaware corporation.

      FOURTH: That the amendments or changes in the Certificate of Incorporation
of Mercury Air Group, Inc., a Delaware corporation which is the surviving
corporation, that are to be effected by the merger are as follows:

      Article III of the Certificate of Incorporation of Mercury Air Group, Inc.
      is hereby amended to read in its entirety as follows:


                                   ARTICLE III
                                     SHARES

            The aggregate number of shares which the Corporation has authority
      to issue is eighteen million (18,000,000) shares of common stock, $.01 par
      value per share, and three million (3,000,000) shares of preferred stock,
      $.01 par value per share.


            The Board of Directors is expressly authorized to provide for the
      issuance of all or any shares of preferred stock in one or more classes or
      series, and to fix for each such class or series such voting powers, full
      or limited, or no voting powers, and such distinctive designations,
      preferences and relative, participating, optional or other special rights
      and such qualifications, limitations or restrictions thereof, as shall be
      stated and expressed in the resolution or resolutions adopted by the Board
      of Directors providing for


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      the issuance of such class or series and as may be permitted by the
      General Corporation Law of Delaware. Such authorization shall include,
      without limitation, the authority to provide that any such class or series
      may be: (a) subject to redemption at such time or times and at such price
      or prices; (b) entitled to receive dividends (which may be cumulative or
      non-cumulative) at such rates, on such conditions, and at such times, and
      payable in preference to, or in such relation to, the dividends payable on
      any other class or classes or any other series; (c) entitled to such
      rights upon the dissolution of, or upon any distribution of the assets of,
      the Corporation; or (d) convertible into, or exchangeable for, shares of
      any other class or classes of stock, or of any other series of the same or
      any other class or classes of stock, of the Corporation at such price or
      prices or at such rates of exchange and with such adjustments; all as may
      be stated in such resolution or resolutions.

      FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 5456 McConnell Avenue, Los
Angeles, CA 90066.

      SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

      SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:

<TABLE>
<CAPTION>
Corporation                  Class          Number of Shares            Par value per share
                                                                        or statement that
                                                                        shares are without
                                                                        par value
<S>                          <C>            <C>                         <C>
Mercury Air Group,           Common         18,000,000                   $.01
  Inc. (New York)

Mercury Air Group,           Preferred       3,000,000                   $.01
  Inc. (New York)
</TABLE>


Dated: January 11, 2001


                                        Mercury Air Group, Inc.,
                                        a Delaware corporation



                                        By:
                                            ------------------------------------
                                                 Wayne J. Lovett, Secretary

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