EXHIBIT 3.17

                           ARTICLES OF INCORPORATION

                                      OF

                             CONEJO ENERGY COMPANY


                                       I

         The name of the corporation is Conejo Energy Company.


                                      II

         The purpose of the 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 a banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.


                                      III

         The name and address in the State of California of the corporation's
initial agent for service of process are:


                              Douglas B. Whiting
                     18872 MacArthur Boulevard, Suite 400
                           Irvine, California 92715


                                      IV

         This corporation is authorized to issue only one class of shares,
which shall be designated "common" shares. The total authorized number of such
shares authorized to be issued is ten thousand (10,000) shares.



Dated: July 31, 1987
       ----------------


                                                /s/ Douglas B. Whiting
                                                ------------------------------
                                                Douglas B. Whiting