EXHIBIT 3.3

                      ARTICLES OF MERGER OF
         HYDRO ENVIRONMENTAL RESOURCES, INC. (OKLAHOMA)
                               AND
          HYDRO ENVIRONMENTAL RESOURCES, INC. (NEVADA)



We, Jack H. Wynn and David A. Youngblood, President and Assistant
Secretary, respectively, of Hydro Environmental Resources, Inc.
(Oklahoma) and Hydro Environmental Resources, Inc. (Nevada),
hereby certify:

1.   A Plan of Merger was adopted by the Boards of Directors of
     both of the constituent corporations in meetings held on August
     15, 2001. A copy of this executed Plan of Merger, is on file at
     the firm's resident office in Nevada.

2.   The constituent entities are Hydro Environmental Resources,
     Inc. (Oklahoma), an Oklahoma Corporation and Hydro Environmental
     Resources, Inc. (Nevada), a Nevada Corporation. Hydro
     Environmental Resources, Inc. (Nevada) shall be the surviving
     company, with Hydro Environmental Resources, Inc. (Oklahoma)
     being the acquired company.

3.   Each five (5) shares of Hydro Environmental Resources, Inc.
     (Oklahoma) common stock will be exchanged for one (1) share of
     common stock of Hydro Environmental Resources, Inc. (Nevada).
     There will, upon completion of the merger, be 6,929,016 shares of
     Hydro Environmental Resources, Inc. (Nevada) voting common stock
     outstanding.

4.   Prior to the merger, no shares of common stock of Hydro
     Environmental Resources, Inc. (Nevada) had been issued.

5.   The Plan of Merger was submitted to the shareholders of
     Hydro Environmental Resources, Inc. (Oklahoma) by its Board of
     Directors. There were a total of 34,645,078 shares of common
     stock eligible to be voted. 18,054,493 shares, representing
     52.11% of the outstanding voting shares, approved the Plan of
     Merger at the Annual Meeting of Shareholders on August 15, 2001.

6.   Hydro Environmental Resources, Inc. (Nevada), the acquiring
     company, shall be the surviving entity.

7.   No amendment to the Articles of Incorporation of Hydro
     Environmental Resources, Inc. are required as a result of this
     merger.

        For Hydro Environmental Resources, Inc. (Nevada)


/s/ Jack H. Wynn                  /s/ David A. Youngblood
Jack H. Wynn, President           David A. Youngblood, Assistan Secretary

State of Nevada     )
                    )   ss.
County of Clark     )

On August 15, 2001, personally appeared before me, a Notary public,
Jack H. Wynn and David A. Youngblood, who acknowledged that they are
the President and Assistant Secretary, respectively, of Hydro
Environmental Resources, Inc., a Nevada corporation, and that they
executed the above instrument in those capacities.

/s/ S. Choi
A Notary Public in and for said County and State
No. 99-53911-1

My Appointment Expires March 29, 2003






          For Hydro Environmental Resources, Inc. (Oklahoma)


/s/ Jack H. Wynn                  /s/ David A. Youngblood
Jack H. Wynn, President           David A. Youngblood, Assistant Secretary

State of Nevada     )
                    )   ss.
County of Clark     )

On August 15, 2001, personally appeared before me, a Notary public,
Jack H. Wynn and David A. Youngblood, who acknowledged that they are
the President and Assistant Secretary, respectively, of Hydro
Environmental Resources, Inc., an Oklahoma corporation, and that they
executed the above instrument in those capacities.

s/ S. Choi
A Notary Public in and for said County and State
No. 99-53911-1

My Appointment Expires March 29, 2003