Exhibit 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                                    PROLOGUE

      WE, THE  UNDERSIGNED,  natural  persons of the age of twenty-one  years or
more,  acting  as  incorporators  of  a  corporation  under  the  Utah  Business
Corporation  Act,  adopt  the  following  Articles  of  Incorporation  for  such
corporation;

                                ARTICLE I - NAME

      The name of this corporation is Prologue.

                              ARTICLE II - DURATION

            The duration of this corporation is perpetual.

                             ARTICLE III - PURPOSES

      The purpose of purposes for which this corporation is organized are:

      a.  To  engage  in  exploration,  drilling  and  production  on  petroleum
properties.

      b. To  purchase,  buy,  sell,  exchange,  produce,  manufacture,  process,
market, export, import, handle, store, distribute,  and otherwise generally deal
in any and all articles of all kinds to establish,  construct, maintain, conduct
and  operate  wholesale  and retail  outlets of any and all kinds,  nature,  and
descriptions.

      c. To establish,  construct,  maintain, conduct, and operate wholesale and
retail outlets of all kinds,  including petroleum outlets of every kind, nature,
and description; to purchase, buy, sell, exchange, produce, manufacture, process
market, export, import, handle, store, distribute,  and otherwise generally deal
in any and all articles and petroleum products of all kinds.

      d. To acquire by purchase, lease, or otherwise; to hold, own, deal in, and
otherwise manage and operate, to sell, transfer, rent, lease, mortgage,  pledge,
and otherwise dispose of or encumber any and all classes or property whatsoever,
whether real or personal,  or any interest  therein,  as  principal,  agent,  or
broker.



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      e. To acquire by purchase,  assignment,  grant, license, or otherwise,  to
apply for,  secure,  lease or in any manner obtain to develop,  hold,  own, use,
exploit,  operate,  enjoy and  introduce,  rights of all kinds in respect of, or
otherwise  dispose of to secure to it the payment of agreed  royalties  or other
consideration,  and generally to deal in and with and turn to account for any or
all purposes, either for itself or as nominee or agent for others:

            (1) Any and all inventions,  devices,  processes,  discoveries,  and
            formulas,  and improvements and modifications thereof and rights and
            interest therein;

            (2) Any and all letters patent or applications for letters patent of
            the  United  States of  America  or any  other  country,  state,  or
            locality,  and  privileges  connected  therewith  or  incidental  or
            appertaining thereto;

            (3) Any and all copyrights granted by the United States or any other
            country,  state,  locality,  or  authority,  and any and all rights,
            interest,   and  privileges   connected  therewith  or  appertaining
            thereto; and

            (4) Any and all  trademarks,  trade names,  trade  symbols,  labels,
            designs and other  indicates of origin and  ownership  granted by or
            recognized  under the laws of the  United  States of  America or any
            other country,  state, locality, or authority connected therewith or
            incidental or appertaining thereto,

      f. To acquire by purchase,  subscription,  or  otherwise,  and to receive,
hold, own, guarantee,  sell, assign,  transfer,  mortgage,  pledge, or otherwise
dispose of or deal in and with any of the shares of the  capital  stock,  or any
voting trust  certificates  in respect of the shares of capital  stock,  script,
warrants,   rights,  bonds,   debentures,   notes,  trust  receipts,  and  other
securities,  obligations,  choses in action,  and evidences of  indebtedness  or
interest  issued  or  created  by  any  corporations,   joint  stock  companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government,  or by  any  state,  territory,  province,  municipality,  or  other
political  subdivision  or by any  government  agency,  and as owner  thereof to
possess and  exercise  all the rights,  powers,  and  privileges  of  ownership,
including the right to execute consents and vote thereon,  and to do any and all
acts  and  things  necessary  or  advisable  for the  preservation,  protection,
improvement and enhancement in value thereof.

      g. To acquire,  and pay for in cash, stock or bonds of this corporation or
otherwise,  and the good will, rights, assets and property,  and to undertake or
assume the whole or any part of the  obligations  or  liabilities of any person,
firm association or corporation.

      h. To borrow or raise  monies for any of the  purposes of the  corporation
and,  from time to time  without  limit as to  amount,  to draw,  make,  accept,
endorse,  execute  and  issue  promissory  notes,  drafts,  bills  of  exchange,
warrants,  bonds, debentures,  and other negotiable or nonnegotiable instruments
and evidences of  indebtedness,  and to secure the payment of any thereof or the
interest thereon by mortgage upon, or pledge, conveyance, or assignment in trust
of the whole or any part of the property of the corporation, whether at the time
owned or thereafter acquired,  and to sell, pledge, or otherwise dispose of such
bonds or other obligations of the corporation for its corporate purposes.


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      i. To loan to any person,  firm, or corporation  any of its surplus funds,
either with or without security.

      j. To  purchase,  hold,  sell,  and transfer the shares of its own capital
stock;  provided it shall not use its funds or property  for the purchase of its
own shares of  capital  stock when such use would  cause any  impairment  of its
capital except as otherwise  permitted by law, and provided  further that shares
of its own capital  stock  belonging  to it shall not be voted upon  directly or
indirectly;

      k. To  have  one or  more  offices,  to  carry  on all  of,  or any of its
operations  and  business  and  without  restriction  or limit as to amount,  to
purchase or otherwise acquire,  hold, own, mortgage,  sell, convey, or otherwise
dispose of, real and personal  property of every class and description in any of
the states,  districts,  or  territories  of the United  States,  in any and all
foreign countries  subject to the laws of such state,  district,  territory,  or
country.

      l.  To  enter  into  joint  venture  and  partnerships  with  individuals,
associations and/or other corporations.

      m. In general to do any and all things that are  incidental and conductive
to the attainment of any above object and purpose, to the same extent as natural
persons  might or could do, which now or hereafter may be authorized by the laws
of the United  States and the State of Utah,  as the Board of Directors may deem
to the advantage of the corporation.

                               ARTICLE IV - STOCK

      The aggregate number of shares which this corporation shall have authority
to issue is 50,000,000  shares of $0.001 par. All stock of the corporation shall
be of the same class,  common,  and shall have the same rights and  preferences.
Fully-paid stock of this corporation  shall not be liable to any further call or
assessment.

                              ARTICLE V - AMENDMENT

      These Articles of Incorporation  may be amended by the affirmative vote of
a majority of the shares entitled to vote on each such amendment.

                         ARTICLE VI - SHAREHOLDER RIGHTS

      The  authorized and treasury  stock of this  corporation  may be issued at
such time,  upon such terms and  conditions  and for such  consideration  as the
Board of Directors  shall  determine.  Shareholders  shall not have  pre-emptive
rights to acquire unissued shares of the stock of this corporation.


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                          ARTICLE VII - CAPITALIZATION

      This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of shares.

                     ARTICLE VIII - INITIAL OFFICE AND AGENT

      The address of this  corporation's  initial registered office and the name
of its original registered agent at such address is:

                           STANLEY S. ADAMS
                           50 West Broadway
                           Suite 900
                           Salt Lake City, UT  84101


                             ARTICLE IX - DIRECTORS

      The number of  Directors  constituting  the initial  Board of Directors of
this  corporation is three.  The names and addresses of persons who are to serve
as Directors  until the first  annual  meeting of  stockholders,  or until their
successors are elected and qualify, are:


NAME, STREET ADDRESS, CITY AND STATE:

1. William Leslie Bailey, 1970 Emigration Canyon, S.L.C. UT 84108

2. Thomas R. Bertoch, 3326 Elgin Drive, S.L.C. UT 84109

3. Marilyn R. Furlong, 3340 East Del Verde, S.L.C. UT 84109


                            ARTICLE X - INCORPORATORS

      The name and address of each Incorporator is:

NAME, STREET ADDRESS, CITY AND STATE:

1. William Leslie Bailey, 1970 Emigration Canyon, S.L.C. UT 84108

2. Thomas R. Bertoch, 3326 Elgin Drive, S.L.C. UT 84109

3. Marilyn R. Furlong, 3340 East Del Verde, S.L.C. UT 84109


                                   ARTICLE XI

              COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS

      No contract or other transaction  between this corporation and one or more
of its Directors or any other corporation,  firm, association or entity in which
one or  more  of its  Directors  are  directors  or  officers  or are  financial
interested,  shall be either void or voidable  because of such  relationship  or
interest,  or because such  Director or Directors  are present at the meeting of
the Board of Directors,  or a committee  thereof which  authorizes,  approves or
ratifies such contract or  transaction or because his or their votes are counted
for such purpose if: (a) the fact of such  relationship or interest is disclosed
or known to the Board of Directors or committee  which  authorizes,  approves or
ratifies  the  contract or  transaction  by vote or consent  sufficient  for the
purpose without counting the votes or consents or such interest Director; or (b)
the  fact  of such  relationship  or  interest  is  disclosed  or  known  to the
shareholders  entitled  to vote and  they  authorize,  approve  or  ratify  such
contract  or  transaction  by vote or written  consent;  or (c) the  contract or
transaction is fair and reasonable to the corporation.


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      Common or interested  Directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or  committee  thereof  which
authorized, approves or ratifies such contract or transaction.

                          ARTICLE XII - INDEMNIFICATION

      Any  person  made  a  party  or  involved  in  any  civil,   criminal,  or
administrative  action, suit, or proceeding by reason of the fact that he or his
testator  or  intestate  is or  was a  director,  officer,  or  employee  of the
corporation,  or of any corporation which he, the testator,  or intestate served
as  such  at  the  request  of  the  corporation  shall  be  indemnified  by the
corporation  against  expenses  reasonably  incurred by him or imposed on him in
connection  with or  resulting  from  the  defense  of  such  action,  suit,  or
proceeding and in connection with or resulting from any appeal  therein,  except
with  respect to  matters as to which it is  adjudged  in such  action,  suit or
proceeding   that  such  officer,   director  or  employee  was  liable  to  the
corporation,  or to such other corporation,  for negligence or misconduct in the
performance of his duty. As used herein,  the term  "expense"  shall include all
obligations incurred by such person for the payment of money,  including without
limitation attorney's fees, judgments,  awards,  fines,  penalties,  and amounts
paid in satisfaction  of judgment or in settlement of any such action,  suite or
proceeding,  except amounts paid to the corporation or such other corporation by
him. A judgment or conviction whether based on a plea of guilty or nolocontendre
or  its  equivalent  or  after  trial  shall  not  be of  itself  by  deemed  an
adjudication  that  such  director,  officer,  or  employee  is  liable  to  the
corporation,  or such other  corporations,  for  negligence of misconduct in the
performance of his duties.  Determination of the rights of such  indemnification
and the amount thereof may be made at the option of the person to be indemnified
pursuant  to  procedure  set forth from time to time in the By-Laws or by any of
the following procedures:

      a. Order of the court or administrative body or agency having jurisdiction
of the action, suit or proceeding;

      b. resolution adopted by a majority of the quorum of Board of Directors of
the  corporation  without  counting in such majority as quorum any directors who
have incurred expenses in connection with such action, suit, or proceeding;


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      c. If there is no quorum of directors  who have not  incurred  expenses in
connection with such action, suit, or proceeding,  then by resolution adopted by
a majority of the committee of stockholders  and directors who have not incurred
such expenses appointed by the Board of Directors;

      d.  resolution  adopted  by a  majority  of the  quorum  of the  Directors
entitled to vote at any meeting; or

      e. order of any court having  jurisdiction over the corporation.  Any such
determination  that a payment by way of indemnity should be made will be binding
upon the corporation,  such right of  indemnification  shall not be exclusive of
any  other  right,  which  such  directors,   officers,  and  employees  of  the
corporation and the other persons  above-mentioned may have or hereafter acquire
and, without  limiting the generality of such statement,  they shall be entitled
to their respective rights of indemnification under By-Laws,  Agreement, vote of
stockholder,  provision  of law, or otherwise as well as their rights under this
article.  The  provisions  of this  article  shall  apply to any  member  of any
committee  appointed  by the Board of  Directors as fully as though such persons
had been a director, officer, or employee of the corporation.

      DATED this 13th day of October, 1982.


                                     /s/ William T. Bailey
                                     -----------------------------

                                     /s/ Thomas R. Bertoch
                                     -----------------------------

                                     /s/ Marilyn R. Furlong
                                     -----------------------------
                                     (SIGNATURES OF INCORPORATORS)
                                     -----------------------------


STATE OF UTAH           )
                        :  ss.
COUNTY OF SALT LAKE     )

      I, Cathy L. Wiechman, a Notary Public, hereby certify that on the 13th day
of October,  1982,  William  Leslie  Bailey,  Thomas R. Bertoch,  and Marilyn R.
Furlong  personally  appeared  before  me who,  being  by me first  duly  sworn,
severally  declared that they are the persons who signed the foregoing  document
as incorporators and that the statements therein contained are true.


      DATED this 13th day of October, 1982.

                                     /s/ Cathy L. Wiechman
                                     -----------------------------
                                     NOTARY PUBLIC,
                                     Salt Lake City, Utah


My commission expires:

         5/11/85
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