ARTICLES  OF  INCORPORATION

                                OF

                     SIERRA  GOLD  CORPORATION


KNOW  ALL  MEN  BY  THESE  PRESENTS;

     I,  the  undersigned,  do  this  day  voluntarily  acknowledge  the
forming  of  a  corporation  under  and  pursuant  to  the  laws  of  the
State  of  Nevada,  and  I  HEREBY  CERTIFY:


     FIRST:    The  name  of  the  corporation  is
               SIERRA  GOLD  CORPORATION

     SECOND:   The  principal  office  of  this  corporation  is  to  be
               at  777  East  Williams  Box  2849

in  the  city  of  Carson  89702  State  of  Nevada.

               FIRST  CARTEL,  INC.  is  hereby  named  as  Resident
Agent  of  this  corporation  and  in  charge  of  it's  said  office  in
Nevada.

     THIRD:    The  nature  of  the  business,  object  and  purpose  to
be  transacted,  promoted,  or  carried  on  by  the  corporation  are:

     A.   To  conduct  any  lawful  business,  to  promote  any  lawful
purpose,  and  to  engage  in  any  lawful  act  or  activity  for  which
corporations  may  be  organized  under  the  General  Corporation  Law
of  the  State  of  Nevada  and  to  and  in  every  kind  of  fiduciary
capacity  and  generally  to  do  all  that  is  necessary  or  convenient
which  are  incident  to  or  which  a  natural  person  might  or  could
do.

     B.   To  purchase,  receive,  take  by  grant,  gift,  devise
bequest  or  otherwise  lease,  or  otherwise  acquire,  own,  hold,
improve,  employ,  use  and  otherwise  deal  in  and  with  real  or
personal  property,  on  any  interest  therein,  wherever  situated,
and  to  sell,  convey,  lease,  exchange,  transfer  or  otherwise
dispose  of,  or  mortgage  or  pledge,  all  or  any  of  it's  property
and  assets,  or  any  interests  therein,  whatever  situated.

     C.   To  engage  generally  in  the  real  estate  business  as
principal,  and  in  any  lawful  capacity,  and  generally  to  take,
lease,  purchase,  or  otherwise  acquire,  and  to  own,  use,  hold,
sell,  convey,  exchange,  lease,  mortgage,  work,  clear,  improve,
develop,  divide,  and  otherwise  handle,  manage  operate,  deal  in
and  dispose  of  mining  claims,  oil  leases,  oil  and  gas  wells,  real
estate,  real  property,  lands,  multiple-dwelling  structures,
houses,  buildings  and  other  works  and  any  interest  or  right
therein;  to  take  lease,  purchase  or  otherwise  handle  or  acquire
and  to  own,  use,  hold,  sell,  convey,  exchange,  hire,  lease
pledge,  mortgage,  and  otherwise  handle,  and  deal  in  and  dispose
of,  as  principal  rent  or  in  any  lawful  capacity,  such  personal
property,  chattels,  chattels  real,  rights,  easements,  privileges,
chooses  in  actions,  notes,  bonds,  mortgages,  and  securities  as
may  lawfully  be  acquired,  held  or  disposed  of  and  to  acquire,
purchase,  sell,  assign,  transfer,  dispose  of  and  generally  deal
in  and  with  as  principal,  agent,  broker,  and  in  any  lawful
capacity,  mortgages  and  other  interests  in  real,  personal,  and
mixed  properties;  to  carry  on  a  general  oil  exploration,  mining
exploration  and  management  business  as  principal,  agent,
representative,  contractor,  sub-contractor,  and  in  any  other
lawful  capacity.  To  manufacture,  purchase  or  acquire  in  any
lawful  manner  and  to  hold,  own,  mortgage,  pledge,  sell,  transfer,
or  in  any  manner  dispose  of,  and  to  deal  and  trade  in  goods,
wares,  merchandise,  and  property  of  any  and  every  class  and
description,  and  in  any  part  of  the  world.

     D.   To  apply  for,  register,  obtain,  purchase,  lease,  take
licenses  in  respect  of  or  otherwise  acquire,  and  to  hold,  own,
use,  operate,  develop,  enjoy,  turn  to  account,  grant  licenses  and
immunities  in  respect  of,  manufacture  under  and  to  introduce,
sell,  assign,  mortgage,  pledge  or  otherwise  dispose  of  and,  in
any  manner  deal  with  and  contact  with  reference  to:

          1.   Inventions,  devices,  formulae,  processes,
               improvements  and  modifications  thereof:

          2.   Letters  patent,  patent  rights,  patented  processes,
               copyrights,  designs,  and  similar  rights,  trade-
               marks,  trade  names,  trade  symbols  and  other
               indications  or          and  ownership  granted  by
               or  recognized  under  the  laws  of  the  United  States
               of  America,  any  state  or  subdivision  thereof,  and
               any  commonwealth,  territory,  possession,
               dependency,  colony,  possession  agency  or
               instrumentality  of  the  United  States  of  America
               and  of  any  foreign  country,  and  all  rights
               connected  therewith  or  appertaining  thereunto.

          3.   Franchises,  licenses,  grants  and  concessions.

     E.   To  make,  enter  into,  perform  and  carry  out  contracts  of
every  kind  and  description  with  any  person,  firm,  association,
corporation  or  government  or  agency  or  instrumentality  thereof.

     F.   To  lend  money  in  furtherance  of  its  corporate  purposes
and  to  invest  and  reinvest  it's  funds  from  time  to  time  to  such
extent,  to  such  persons,  firms,  associations,  corporations,
governments  or  agencies  or  instrumentalities  thereof,  and  on  such
terms  and  on  such  security,  if  any,  as  the  Board  of  Directors  of
the  corporation  may  determine  and  direct  any  officer  to  complete.

     G.   To  borrow  money  without  limit  as  to  amount  and  at  such
rates  of  interest  as  it  may  determine;  from  time  to  time  to  issue
and  sell  it's  own  securities,  including  it's  shares  of  stock,
notes,  bonds,  debentures,  and  other  obligations,  in  such  amounts,
on  such  terms  and  conditions,  for  such  purposes  and  for  such
prices,  now  or  hereafter  permitted  by  the  laws  of  the  State  of
Nevada  and  by  the  Board  of  Directors  of  the  corporation  as  they
may  determine;  and  to  secure  any  of  its  obligations  by  mortgage,
pledge  or  other  encumbrance  of  any  or  all  of  it's  property,
franchises  and  income.

     H.   To  be  a  promoter  or  manager  of  other  corporations  of
any  type  or  kind;  and  to  participate  with  others  in  any
corporation,  partnership,  limited  partnership,  joint  venture,  or
other  association  of  any  kind,  or  in  any  transaction,  undertaking
or  arrangement  which  the  corporation  would  have  power  to  conduct
by  itself,  whether  or  not  such  participation  involves  sharing  or
delegation  of  control  with  or  to  others.

     I.   To  promote  and  exercise  all  or  any  part  of  the
foregoing  purposes  and  powers  in  and  all  parts  of  the  world,  and
to  conduct  it's  business  in  all  or  any  branches  in  any  lawful
capacity.

     The  foregoing  enumeration  of  specific  purposes  and  powers
shall  not  be  held  to  limit  or  restrict  in  any  manner  the  purposes
and  powers  of  the  corporation  by  references  to  or  inference  from
the  terms  or  provisions  of  any  other  clause,  but,  shall  be
regarded  as  independent  purposes.

     FOURTH:   The  amount  of  the  total  capital  stock  of  the
corporation  is  twenty  five  hundred  (2,500)  shares  of  common  stock
with  no  par  value.

     FIFTH:    The  number  of  the  governing  board  shall  be  styled
DIRECTORS  and  the  number  of  such  directors  shall  be  no  less  than
one  (1),  or  more  than  five  (5).  The  first  board  of  directors
shall  be  One  Member  whose  name  and  post  office  address  is  as
follows:

                    Mr.  James  Barry  Somervail
                    28708  North  Mill  Lane
                    Bowling  Green,  Kentucky,  42101

     SIXTH:    The  initial  number  of  stockholders  will  be  one
(1).  Additional  stockholders  may  be  obtained.  The  number  of
directors  may  be  charged  as  provided  in  N.R.S.  78.330.


     SEVENTH:  The  capital  stock  of  this  corporation  after  the
amount  of  the  subscription  price  or  par  value  has  been  paid  in,
shall  not  be  subject  to  assessment  to  pay  debts  of  this
corporation  and  no  stock  issued  as  fully  paid  up  shall  ever  be
assessable  or  assessed  and  the  Articles  of  Incorporation  shall
not  be  amended  in  the  particular.

     EIGHTH:   This  corporation  is  to  have  perpetual  existence.

     I,  the  undersigned,  being  the  original  incorporator  for  the
purpose  of  forming  a  corporation  to  do  business  both  within  and
without  the  State  of  Nevada,  and  in  pursuance  of  the  General
Corporation  Law  of  the  State  of  Nevada,  effective  March  31,  1925
and  as  subsequently  amended  to  make  and  file  this  certificate,
hereby  declaring  and  certifying  that  the  facts  herein  above
stated  are  true.


This  26th  day  of  August,  1988.


                              /s/

                              Address:  P.  O.  Box  2849
                                        Carson  City,  NV.  89702