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                                                                     EXHIBIT 3.1
                                                       ARTICLES OF INCORPORATION

                            ARTICLES OF INCORPORATION
                                       OF
                         COMMONWEALTH ENERGY CORPORATION



                                   ARTICLE ONE

                  The name of this corporation is:

                         COMMONWEALTH ENERGY CORPORATION

                                   ARTICLE TWO

                  The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California, other than the banking business, trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.

                                  ARTICLE THREE

                  The name and address in the State of California of this
Corporation's initial service of process is:

                                 GARY C. WYKIDAL
                           245 Fischer Ave., Ste. A-1
                              Costa Mesa, CA 92626


                                  ARTICLE FOUR

                  This corporation is authorized to issue two classes of shares
which shall be designated "common" shares and "preferred" shares. The total
amount of common shares that may be issued is fifty million (50,000.000). The
total number of preferred shares that this corporation shall have the authority
to issue is one million (1,000,000). Said preferred shares shall have the
rights, privileges and preferences as determined by the Board of Directors from
time to time.

                                  ARTICLE FIVE

                  The liability of the Directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

                                   ARTICLE SIX

                  This corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) for
breach of duty to the corporation and its shareholders through bylaw provisions
or through agreements with the agents, or both, in excess of the indemnification
expressly permitted by Section 317 of the California Corporations Code, subject
to the limits of such excess indemnification set forth in Section 204 of the
Corporation Code.



DATED: August 14, 1997

                                       /s/ Sheryl Douglas
                                       ----------------------------------------
                                       Sheryl Douglas, Incorporator