1
                                                                     Exhibit 3.7



                                 (TRANSLATION)

                                             
This Document certifies only the particulars      The true and complete certification must
the company has registered for legal effect.      carry a serial number, bear the full 
Facts relating to actual standing should be       signature of the Registrar and have the 
sought elsewhere                                  seal of the Registration Office affixed

                                    (GARUDA)

No.  08781                                        PARTNERSHIPS AND COMPANIES
                                                  REGISTRATION OFFICE
                                                  Bangkok Metropolis
                                                  --------------------------


                             CERTIFICATION DOCUMENT
                             ----------------------

     This is to certify that this has been registered under the Civil and 
Commercial Code as a juristic person, being classified as a limited company, 
Registration No.  155/2534 on the 7th day of January B.E. 2534 and that the 
following information appears in the documents registration records on the day 
of issuance hereof:

1.   Name of the company* "Thai Romo Limited".

2.   The Company has  4  directors whose names are here listed:

     (1)  Mr. Patrick Richard Rutherford     (2)  Mr. John A. Moran
        -------------------------------------   ----------------------------
     (3)  Mr. David F. Chavenson             (4)  Mr. Michael Douglas McCoy
        -------------------------------------   ----------------------------
     (5)                                     (6)
        -------------------------------------   ----------------------------
     (7)                                     (8)
        -------------------------------------   ----------------------------
     (9)                                     (10)
        -------------------------------------   ----------------------------
     (11)                                    (12)
        -------------------------------------   ----------------------------
     (13)                                    (14)
        -------------------------------------   ----------------------------
     (15)                                    (16)
        -------------------------------------   ----------------------------

3.   Number and names of the directors who are authorized to sign to bind the
     Company are as follows:

     Either Mr. Patrick Richard Rutherford or Mr. Michael Douglas McCoy signs
     together with the Company's seal affixed; or Mr. John A. Moran jointly 
     sign with Mr. David F. Chavenson to be two persons together with the 
     Company's seal affixed.  

4.   The registered capital is fixed at Baht  106,531,700

5.   The address of the head office is   54 B.B. Building, 19th Floor, Asoke 
     Road(Sukhumvit 21).  Khwaeng Khlong Toev, Khet Khlong Toev, Bangkok
     Metropolis.

6.   The objects of the Company comprise 11 items and are as appears in the 
     document attached hereto in 2 shee(s) which bears the signature of the 
     Registrar who certified the document and are affixed with the seal of the 
     Partnerships and Companies Registration Office.


                                  Issued on this day the 4 November B.E. 2539



                                             
                                                 /s/ MR. CHAI NITIWATTANA
                                             --------------------------------
                                             (     Mr. Chai Nitiwattana     )
                                             --------------------------------
                                                       The Registrar
   2
                             The Objects in Detail
                                        
                                       of
                                        
                               Thai Romo Limited



     The objects of this Partnership/Company are 11 in number, as follows:

GENERAL OBJECTS

(1)  To carry on the businesses of exploring and drilling for liquefied and
     gaseous hydrocarbons and all kinds of petroleum oil and conduct research,
     alter, produce, keep, buy, transport, extract, make, liquefy, find markets,
     dispose of and sell all kinds of the said materials; and take all or any
     minerals and combine, modify and mix them, and manufacture products and all
     or some by-products that may be derived from the said materials or any part
     of the said minerals.

(2)  To carry on the business of trading in liquefied and gaseous hydrocarbons
     and all kinds of petroleum oil as well as the by-products derived from the
     objects in (1), either by the Company itself or through branches or
     representative offices in or outside the Kingdom.

(3)  To import machinery, tools and equipment for use in the production of the
     products in item (1). 

(4)  To become a partner with limited liability in a limited partnership or
     shareholder in any limited company either in the country or abroad for
     the benefit of the Company, irrespective of whether the partnership or
     company has similar objects to the Company or not.

(5)  To purchase, rent, let, sell with right of redemption, exchange, mortgage,
     pledge or acquire by any other means machinery, real estate and other
     immovable and movable property for use in the activities of the Company
     without commercial purposes.

(6)  To borrow money, lend money, give commercial credit, accept debts to
     benefit operations in pursuit of the objects of the Company.

(7)  To set up branches or representative offices either in or outside the
     Kingdom.
   3
                                      -2-


(8)  To contact public bodies and officials to acquire or dispose of
     privileges, agreements, rights, titles, permits, rights over trade marks,
     industrial property, copyrights, patents, concessions or any special rights
     that are necessary for the operation of the Company.

(9)  To file applications, hold permits and any registrations necessary or
     beneficial to the activities of the Company.

(10) To guarantee natural persons or juristic persons to the inclusion of
     guarantee of persons involved with the activities of the Company or the
     operations of the Company under the laws on immigration, taxation, customs,
     labour and other laws without commercial purposes.

(11) The Company is entitled to issue shares at a price higher than par value.
   4
                                (Translation)

                           MEMORANDUM OF ASSOCIATION

                                       OF

                               THAI ROMO LIMITED
                                  (Amendment)

                            ------------------------


     By virtue of the special resolutions of the Extraordinary Shareholders'
Meeting No. 3/2539, dated May 9, 1996 and the Extraordinary Shareholders'
Meeting No. 5/2539, dated May 24, 1996, Clause 5. of the memorandum of
Association is amended as follows:

     Clause 5.      The capital of the Company is fixed at the sum of Baht One
                    Hundred and Six Million Five Hundred and Thirty-One
                    Thousand and Seven Hundred (106,531,700), divided into One
                    Million Sixty-Five Thousand Three Hundred and Seventeen
                    shares (1,065,317) with a par value of Baht One Hundred
                    (100) each.

     Certified true and correct contents according to the resolutions of the
aforesaid meetings.




                           /s/ MICHAEL DOUGLAS MCCOY
                          ---------------------------
                          (Mr. Michael Douglas McCoy)
                                    Director
   5

    ----------------------------------------------------------------------


                                    (GARUDA)

     Serial No. 29673

                         Total 1 page

          This is to certify that this photocopy is consistent with the
     original document which the Partnerships and Companies Registration
     Office, Bangkok Metropolis, receive on 11th June B.E. 2539


          Issued on 13th June B.E. 2539


                              -seal and signature-

                      (    Mr. Chaiya Supreeyawanchai    )
                                 The Registrar




    ----------------------------------------------------------------------

   6
                                 (TRANSLATION)

                            ARTICLES OF ASSOCIATION
                                       OF
                               THAI ROMO LIMITED
                                  (Amendment)
                                 --------------
                  
         By virtue of the special resolutions of the Extraordinary
Shareholders' Meeting No. 7/2539, dated June 2, 1996 and the Extraordinary
Shareholders' Meeting No. 8/2539, dated June 19, 1996; Clause 43. of the
Articles of Association be amended as follows:

         Clause 43.        The Company shall be automatically dissolved, unless
                           the Company is continued by the consent of not less
                           than a majority in interest of the remaining
                           shareholders of the Company, upon the first to occur
                           of any of the following causes:

                           (1)      Rutherford-Moran Exploration Company or Thai
                                    Romo Holdings ceasing, for any reason, to be
                                    a shareholder of the Company;

                           (2)      The bankruptcy of any shareholder.

         Certified true and correct contents according to the resolution of the
aforesaid meetings.


                          (Mr. Michael Douglas McCoy)
                                    Director
   7
                                    (GARUDA)

Serial No. 32893

                                             Total 1 page

         This is to certify that this photocopy is consistent with the original
document which the Partnerships and Companies Registration Office, Bangkok
Metropolis, receive on 26th June B.E. 2539.

                         Issued on 28th June B.E. 2539

                              -seal and signature-

                         ( Mr. Chaiya Supreeyawanchai )
                                 The Registrar
   8
                                 (Translation)

                            ARTICLES OF ASSOCIATION
                                       OF
                                THAI ROMO LIMITED
                                        
                                  (Amendment)


     By virtue of the special resolution of the Extraordinary Shareholders'
Meeting No. 1/2536, dated October 1, 1993 and the Extraordinary Shareholders'
Meeting No. 2/2536, dated October 19, 1993, every clause of the Articles of
Association of the Company is amended as follows:


                                   CHAPTER I
                                        
                                    General


1.   These regulations shall be called the Articles of Association of THAI
     ROMO LIMITED.

2.   Unless otherwise specified "Company" shall mean THAI ROMO LIMITED.

3.   Unless otherwise stipulated in these Articles the provisions in the Civil
     and Commercial Code regarding limited companies shall apply.

4.   Any addition or amendment to these Articles or Memorandum of Association
     of the Company shall require the passing of a special resolution by the
     general meetings of shareholders.


                                   CHAPTER II
                                        
                            Shares and Shareholders


5.   The shares of the Company shall consist solely of ordinary shares entered
     in name certificates.  Except as provided herein, all shares in the
     Company shall have identical rights attached to each of them.
   9
                                      -2-

6.   Each share certificate issued by the Company shall bear the following
     statement upon its face.  "Transfer or sale of shares represented by this
     share certificate is subject to the restrictions contained in the Articles
     of Association of the Company".

7.   The Company shall not own its own shares nor take them in pledge.

8.   The Company shall provide a shares register book which shall be kept by
     the Company under the control of the Board of Directors, and in which
     shall be entered the particulars of the transfer or alteration of every
     share.

9.   No Shareholder may transfer any shares without the unanimous consent of
     all shareholders.

10.  A fee, as the Board of Directors may from time to time determine, in
     accordance with law, may be charged for issue of share certificates and
     registration of transfers.

11.  The Company may close the registration of share transfer during the
     fourteen days immediately preceding Annual General Meeting.

12.  In the case when a shareholder dies, the person who becomes entitled to
     the shares upon delivering proper evidence to the Company shall be
     registered as a shareholder of the Company.


                                  CHAPTER III
                                        
                                General Meetings

13.  A general meeting of shareholder shall be held within six months of the
     date of registration of the Company and a general meeting shall
     subsequently be held once at least in every twelve months.  Such general
     meetings are called "Annual General Meetings", and all other general
     meetings are called "Extraordinary General Meetings".  Subject to the
     foregoing, the Board of Directors may summon general meetings whenever it
     thinks fit.
   10
                                      -3-

14.  At least seven days notice prior to every general meeting shall be given
     to all shareholders whose names appear in the shares register book.  
     Notices to shareholders in Thailand shall be given by post and notices to
     shareholders abroad shall be immediately sent by registered airmail or
     cable or telex or facsimile in which three latter cases a letter confirming
     the notice in writing shall be sent to the shareholders.  The notice shall
     specify the place, the day and the hour of the meeting, and the nature of 
     the business to be transacted thereat.

15.  Annual General Meetings shall be summoned for the purpose of:
     
     (1)  Reviewing the report of the Board of Directors covering work done
          during the previous period and suggestions as to the future courses
          of action;

     (2)  Considering the balance sheet and profit and loss account of the
          preceding fiscal year and approving the same;

     (3)  Reviewing directors' remuneration, declaration of dividends, and the
          appropriation of amounts as reserve fund;

     (4)  Election of new directors in place of those who must retire on the
          expiration of their terms;

     (5)  Appointment of an auditor and fixing his remuneration; and

     (6)  Other business.

16.  At every general meeting, a quorum shall consist of shareholders or their
     proxies representing not less than one-fourth of all shares issued by the
     Company.

17.  In casting votes at a general meeting, each shareholder shall have one
     vote for each share of which he is the holder.  All ordinary resolutions
     shall be required to be passed by a majority of the votes.

18.  Decisions for the following matters shall be made by special resolution
     only, which shall require affirmative votes at a general meeting of
     shareholders by a majority of not less than three-fourths of the votes and
     at a subsequent general meeting affirmative votes by a majority of not less
     than two-thirds of the votes:

     (1)  To amend the Memorandum or Articles of Association;
     (2)  To increase or reduce the registered capital;

   11
                                      -4-

     (3)  To dissolve the Company;
     (4)  To amalgamate with another company; and
     (5)  To allot new shares as fully or partly paid up otherwise than in 
          money.

19.  Any shareholder may vote by proxy, provided the power given to the proxy
     is in writing.  The instrument appointing a proxy shall be dated and signed
     by the shareholder and shall contain the following particulars:

     (1)  The number of shares held by the shareholder;
     (2)  The full name and address of the proxy; and
     (3)  The meeting or meetings or the period for which the proxy is
          appointed.

     If a proxy proposes to vote at a meeting, the instrument of appointment of
     the proxy must be deposited with the Chairman at or before the commencement
     of that meeting.

20.  Only shareholders duly registered and having paid all sums for the time
     being due and payable to the Company in respect of their shares, shall be
     entitled to vote on any question either personally or by proxy at any 
     general meeting.

21.  The chairman of the Board of Directors shall preside at every general
     meeting.  If there is no such chairman, or if he is not present within
     fifteen minutes after the time appointed for holding the meeting, the
     shareholders present may elect one of the other directors to be 
     chairman.  The chairman shall not have a casting vote.

22.  The chairman may adjourn a general meeting with the consent of the meeting
     but in the succeeding meeting no other business may be discussed except
     that pending from the previous meeting.


                                   CHAPTER IV
                                        
                             Directors and Auditors


23.  A Board of Directors shall be elected by the general meeting to carry out
     the Company's business under the control of the general meeting of
     shareholders and subject to these Articles of Association.
   12
                                      -5-

     A director need not be a shareholder in the Company.

     A director shall not be personally liable for any act or omission except
     those involving fraud or willful wrongdoing.

24.  At the first General Meeting after the registration of the Company and at
     the first Annual General Meeting in every subsequent year one-third of 
     the directors, or, if their number is not a multiple of three, then the
     number nearest to one-third must retire from office.  A retiring director
     is eligible for re-election.

25.  The chairman of the Board of Directors shall preside at every directors'
     meeting.  If the chairman is not present within fifteen minutes after the
     time appointed for holding the meeting, the directors present may elect
     one of their members to be chairman.  The chairman of the Board of
     Directors shall not have a second or casting vote.

26.  Any vacancy among the members of the Board of Directors occurring
     otherwise than by rotation under Article 24 may be filled by the Board of
     Directors. Any person so appointed shall retain office only during such
     time as the director whom he replaced would have been entitled to retain 
     the same.

27.  Meetings of the Board of Directors shall be held at such times and places
     as may be determined by the chairman or the Managing Director.

28.  At all meetings of the Board of Directors a quorum shall consist of more
     than half of the numbers of directors.  A proxy appointed under Article
     29 shall be counted in determining the presence of a quorum in the
     absence of the directors in whose place he acts.  All actions,
     appointments and decisions of the Board of Directors shall require the
     affirmative vote of a simple majority of the directors present, in person
     or by proxy, at a meeting.

     The Board of Directors may adopt a resolution without holding a meeting
     if all directors approve the action by placing their signatures on the
     original copy of the resolution.  Any such resolution shall be binding on
     the Company only after all of the directors have signed the resolution.  
     The duly signed resolution shall be delivered to the chairman and placed 
     in the minutes book of the Company.
   13
                                      -6-



29.  Any director may be present at a meeting of directors and vote by proxy,
     provided the power given to such proxy is in writing.  Instruments
     appointing proxies shall be in such form and shall be executed in such
     manner as the Board of Directors may from time to time determine or in
     particular cases accept.

30.  The Board of Directors may appoint one of the directors the Managing
     Director of the Company and may entrust to and confer upon him any of the
     powers exercisable by the Board of Directors upon such terms and 
     conditions and with such restrictions as the Board of Directors thinks 
     expedient and may from time to time revoke, withdraw, alter or vary all
     or any such powers.

31.  The Board of Directors may appoint other persons to carry out the
     Company's business under the Board of Directors' supervision or may duly
     execute a power of attorney entrust to and conferring upon such other
     persons such powers as they think fit and for such time as they think 
     expedient and the may confer such powers collaterally with or to the 
     exclusion of or in substitution for all or any powers of the Board of 
     Directors in that behalf and may from time to time revoke, withdraw, 
     alter or vary any such powers.

32.  An auditor shall be appointed at every Annual General Meeting on the
     nomination of the Board of Directors and remuneration of the auditor 
     shall be fixed every year.


                                   CHAPTER V
                                        
                               Books and Accounts


33.  The Company's books and accounts shall be kept in English with Thai
     translation, and shall be maintained according to international 
     accounting practices and procedures generally acceptable in Thailand.

34.  The Board of Directors shall cause true and complete accounts to be kept:
     
     (1)  of the sums received and expended by the Company and of the matters
          in respect of which each receipt or expenditure takes place; and
     (2)  of the assets and liabilities of the Company.
   14
                                      -7-

35.  The Board of Directors shall cause a balance sheet to be made at least
     once in every twelve months, as of the end of the fiscal year of the
     Company. The balance sheet must contain a summary of the assets and 
     liabilities of the Company and a profit and loss account for the fiscal 
     year of the Company.

36.  The Board of Directors shall have the balance sheet and profit and loss
     account examined by the Company's auditor and submitted to a general 
     meeting for adoption within four months from the end of the fiscal year.
     A copy of the balance sheet must be sent to every person entered in the 
     register of shareholders at least three days before the general meeting.

37.  The Board of Directors shall cause minutes of all proceedings and
     resolutions of all meetings of shareholders and directors to be recorded 
     and duly entered in the minutes book which shall be kept at the registered 
     office of the Company.  Any such minutes signed by the chairman of the 
     meeting or of the succeeding meeting, are presumed correct evidence of the 
     matters therein contained, and all resolutions and proceedings of which 
     minutes have been so made are presumed to have been duly passed.

                                   CHAPTER VI

                             Dividends and Reserves

38.  The Company must appropriate to a reserve fund, at each distribution of
     dividends, at least one-twentieth of the profits, until the reserve fund
     reaches one-tenth of the capital of the Company.

39.  No dividend may be declared except by a resolution passed in a general
     meeting.

     Notice of any dividend that may have been declares shall be given by
     letter to each shareholder whose name appears on the shares register book.

     The Board of Directors may from time to time pay to the shareholders such
     interim dividends as appear to the Board of Directors to be justified by 
     the profits of the Company.

   15
                                      -8-

     If the Company has incurred losses, no dividend may be paid unless such 
     losses have been made good.

                                  CHAPTER VII

                              Increase in Capital

40.  The Company may by special resolution, increase its capital by the issue
     of new shares.

41.  All new shares must be offered to the shareholders in proportion to the 
     shares held by them.

42.  No new shares of the Company may be allotted as fully or partly paid up 
     otherwise than in money, unless otherwise provided for by special
     resolution of the shareholders.

                                  CHAPTER VIII

                                  Dissolution

43.  The Company shall be automatically dissolved upon the following causes:

     1.   The bankruptcy of any shareholders; or

     2.   The share transfer of any shareholders to the third party.



                                             /s/ MICHAEL DOUGLAS MCCOY
                                             -------------------------------
              [SEAL]                             Mr. Michael Douglas McCoy
                                                       Director
   16
                                    (GARUDA)

Serial No. 53074

                                             Total 9 page(s)

         This is to certify that this photocopy is consistent with the original
document which the Partnerships and Companies Registration Office, Samutprakarn
Province, receive on 3 November 1993.

                         Issued on 2 November 1995

                              -seal and signature-

                         (Miss Sumalee Chinapratim)
                                 The Registrar
   17
                                 (Translation)

                            ARTICLES OF ASSOCIATION
                                       OF
                               THAI ROMO LIMITED
                                  (Amendment)

                                ----------------

         By virtue of the special resolutions of the Extraordinary
Shareholders' Meeting No. 4/2539, dated May 10, 1996 and the Extraordinary
Shareholders' Meeting No. 6/2539, dated May 27, 1996, Clause 43. of the
Articles of Association are amended as follows:

         Clause 9.         No shareholder may transfer a share of the Company to
                           anyone who is not already a shareholder in the
                           Company. Notwithstanding the previous sentence, a
                           transfer of the shares of the Company to any person
                           which results from or forms part of an enforcement of
                           any pledge of the shares of the Company is permitted
                           and shall, upon receiving written notice from the
                           relevant transferee, be registered by the Company in
                           its share register book.

         Clause 43.        The Company shall be automatically dissolved upon the
                           first to occur of any of the following causes:

                          (1)      Rutherford-Moran Exploration Company or Thai
                                   Romo Holdings ceasing, for any reason, to be
                                   a shareholder of the Company;

                          (2)      The bankruptcy of any shareholder.

         Certified true and correct contents according to the resolutions of
the aforesaid meetings.


                           /s/ MICHAEL DOUGLAS MCCOY
                          ---------------------------
                          (Mr. Michael Douglas McCoy)
                                    Director


   18
                                    (GARUDA)

Serial No. 29674

                                                                    Total 1 page

         This is to certify that this photocopy is consistent with the original
document which the Partnerships and Companies Registration Office, Bangkok
Metropolis, receive on 11th June B.E. 2539.

                         Issued on 13th June B.E. 2539

                              -seal and signature-

                         ( Mr. Chaiya Supreeyawanchai )
                                 The Registrar
   19
                                 (TRANSLATION)

Form Bor Or Jor. 2

                            MEMORANDUM OF ASSOCIATION
                                       OF
                               Thai Romo Limited
                               -----------------
                      Registration No. Bor Khor 14226/2533

This Memorandum of Association of the Company has the following items:

1.       The name of the Company is "Thai Romo Limited."

2.       The Company's office shall be situated in Changwat Bangkok Metropolis.

3.       The Company has 11 objects as appear in Form Wor. attached hereto.

4.       The liability of the Company's shareholders is severally limited to an
         amount not exceeding the unpaid amount on the shares held by each.

         ----------------------------------------------------------------------
         (If the directors of the Company are to have unlimited liability, such
         liability should be stated. If they are not, draw a line. "___"

5.       The Company's Capital is fixed at Baht One Hundred Thousand (100,000),
         and is divided into One Thousand (1,000) shares, each of which has a
         par value of Baht One Hundred (100).

6.       The names, residence, occupations and signatures of, and the number of
         shares subscribed by the 7 promoters, are as follows:

         (1) Miss Choopun Chaiprabha Occupation Lawyer Age 39 (in years),
             -----------------------            ------
         Residing at 172 Soi Tula, Tivanont Road, Tambon Tehsai, Amphoe Muang
         Nonthaburi, Changwat Nothaburi has subscribed 1 share(s). 
         (Signed)______________

         (2) Miss Angela Nobthai Occupation Lawyer Age 25 (in years), Residing
             -------------------            ------
         at 600/728 Moo 8, Tambon Kukot, Amphoe Lumlukka, Pathum Thani Province
         has subscribed 1 share(s).      (Signed)________________
   20
       (3) Mr. Adul Khokitcharlet    Occupation       Lawyer                 
           ----------------------                     ------
       Age  29  (in years), Residing at 35/21 Moo 11, Suanpak Road,          
       Khwaeng Chimplee, Khet Talingchan, Bangkok Metropolis                 
       has subscribed   1   share(s).      (Signed)______________________
                                                                             
       (4) Mr. Supot Keeree          Occupation       Employee               
           ----------------                           --------
       Age  36  (in years), Residing at 302/195 Moo 2, Khwaeng Thung         
       Songhong, Khet Bang Khen, Bangkok Metropolis                          
       has subscribed   1   share(s).      (Signed)______________________
                                                                             
       (5) Miss Jariya Thitirattanapinun   Occupation:   Employee            
           -----------------------------                 --------     
       Age  29  (in years), Residing at 82 Soi Saen Suk, Rama IV             
       Road, Khwaeng Khlong Ton, Khet Phra Khanong, Bangkok Metropolis       
       has subscribed   1   share(s).      (Signed)______________________
                                                                             
       (6) Miss Wanee Vistvudhikul         Occupation:   Employee            
           -----------------------                       --------     
       Age  26  (in years), Residing at 465 Luang Road, Khwaeng Wat          
       Thpsirin, Khet Pomprabsattrupai, Bangkok Metropolis                   
       has subscribed   1   share(s).      (Signed)______________________
                                                                             
       (7) Miss Wandee Tangsaksupan        Occupation:   Employee            
           ------------------------                      --------     
       Age  23  (in years), Residing at 9/5 Ngor. Moo 1, Prachasongkroh      
       Road, Khwaeng Dindaeng, Khet Huay Khwang, Bangkok Metropolis          
       has subscribed   1   share(s).      (Signed)______________________
                                                                             
                                                                             
                                                                             




       (Signed)______________________            Promoter requesting         
                                                 Registration                
                     (Miss Angela Nobthai)                                   
                                                                             

===============================================================================

Page   2   of   3   pages   (Signed)______________________ Registrar
     -----    -----                  

Ancillary document accompanying Application No. 
                                                ---------/--------




    
   21
                     CERTIFICATION OF WITNESSES' SIGNATURES

I,  Miss Khwanta Leanggard            , Age   26  years, Residing at 92/54-57
Sathorn Thani 2, 19th Floor, North Sathorn Road, Khwaeng Silom, Khet Banq
Rak, Banqkok Metropolis                       and
I, Miss Navarat Wongbubpha            , Age 21 years, Residing at 92/54-57
Sathorn Thani 2, 19th Floor, North Sathorn Road, Khwaeng Silom, Khet Bang
Rak, Bangkok Metropolis


HEREBY CERTIFY that all the promoters of the Company have set their hands before
     me.





                                   (Signed)                 Witness
                                           -----------------
                                       ( Miss Khwanta Leanggard )
                                   (Signed)                 Witness
                                           -----------------
                                       ( Miss Navarat Wongbubpha )
This memorandum of Association is made on 2 November 1990
                                       ------------------  


                             AFFIX DUTY STAMP
                          Baht 200.00 for the original
                          Baht 5.00 for the duplicates




                 (Signed                              Promoter requesting
                          ----------------------------
                             ( Miss Angela Nobthai )  Registration

Page 3 of 3 pages (Signed)                                  Registrar
    ---  ---     ------------------------------------------- 
Ancillary document accompanying Application No.       /
                                               -------------
   22
                             The Objects in Detail
                                        
                                       of
                                        
                               Thai Romo Limited



     The objects of this Partnership/Company are 11 in number, as follows:

GENERAL OBJECTS

(1)  To carry on the business of exploring and drilling for liquefied and
     gaseous hydrocarbons and all kinds of petroleum oil and conduct research,
     alter, produce, keep, buy, transport, extract, make, liquefy, find markets,
     dispose of and sell all kinds of the said materials; and take all or any
     minerals and combine, modify and mix them, and manufacture products and all
     or some by-products that may be derived from the said materials or any part
     of the said minerals.

(2)  To carry on the business of trading in liquefied and gaseous hydrocarbons
     and all kinds of petroleum oil as well as the by-products derived from the
     objects in (1), either by the Company itself or through branches or
     representative offices in or outside the Kingdom.

(3)  To import machinery, tools and equipment for use in the production of the
     products in item (1). 

(4)  To become a partner with limited liability in a limited partnership or a
     shareholder in any limited company either in the country or abroad for
     the benefit of the Company, irrespective of whether the partnership or
     company has similar objects to the Company or not.

(5)  To purchase, rent, let, sell with right of redemption, exchange, mortgage,
     pledge or acquire by any other means machinery, real estate and other
     immovable and movable property for use in the activities of the Company
     without commercial purposes.

(6)  To borrow money, lend money, give commercial credit, accept debts to
     benefit operations in pursuit of the objects of the Company.

(7)  To set up branches or representative offices either in or outside the
     Kingdom.
   23
                                      -2-


(8)  To contact public bodies and officials to acquire or dispose of
     privileges, agreements, rights, titles, permits, rights over trade marks,
     industrial property, copyrights, patents, concessions or any special rights
     that are necessary for the operation of the Company.

(9)  To file applications, hold permits and any registrations necessary or
     beneficial to the activities of the Company.

(10) To guarantee natural persons or juristic persons to the inclusion of
     guarantee of persons involved with the activities of the Company or the
     operations of the Company under the laws on immigration, taxation, customs,
     labour and other laws without commercial purposes.

(11) The Company is entitled to issue shares at a price higher than par value.
   24

                                    (Garuda)

Serial No. 185704

                                                                 Total 4 page(s)

         This is to certify that this Photocopy is consistent with the original
document which the Partnerships and Companies Registration Office, Bangkok
Metropolis, received on 2nd November B.E. 2533.

                        Issued on 3rd November B.E. 2537

                               Signed and Sealed

                            (Mrs. Surat Chaimuangma)

                                 The Registrar
   25

                                    (Garuda)

Serial No. 185707

                                                                 Total 4 page(s)

         This is to certify that this Photocopy is consistent with the original
document which the Partnerships and Companies Registration Office, Bangkok
Metropolis, received on 2nd November B.E. 2533.

                        Issued on 3rd November B.E. 2537

                               Signed and Sealed

                            (Mrs. Surat Chaimuangma)

                                 The Registrar