EXHIBIT 3.4

                  CERTIFICATE OF MERGER OR CONSOLIDATION

TO:  OKLAHOMA SECRETARY OF STATE
     2300 N. Lincoln Blvd., Room 101, State Capitol Building
     Oklahoma City, OK 73105-4897
     (405) 522-4560

SPECIAL INSTRUCTIONS:  Submit this form to file a merger or consolidation
pursuant to the Oklahoma General Corporation Act. Please consult this Act
carefully.  Use this form ONLY when one or more Oklahoma corporations merge
with one or more corporations incorporated under the laws of a jurisdiction
other than Oklahoma and the surviving or resulting corporation is a FOREIGN
corporation.

PLEASE NOTE:  This form MUST be filed with a letter form the Oklahoma Tax
Commission, Franchise Tax Department, stating that the franchise tax, due
yearly, has been paid for the current fiscal year for each corporation
involved in the merger or consolidation.

A.   The Agreement of Merger or Consolidation, ATTACHED HERETO, has been
     adopted, approved, certified, executed, and acknowledged by each of the
     constituent corporations.

                                    OR

B.   In lieu of filing an executed agreement of merger or consolidation,
     the surviving or resulting corporation hereby states and certifies as
     follows:

1.   The name and state of incorporation of each of the constituent
     corporations:

     NAME OF CORPORATION                          STATE OF INCORPORATION

     Hydro Environmental Resources, Inc.          Oklahoma
     Hydro Environmental Resources, Inc.          Nevada

2.   An agreement of merger or consolidation has been approved, adopted,
     certified, executed, and acknowledged by each of the constituent
     corporations in accordance with the provisions of Title 18, Section
     1083.  In the case of each foreign corporation, the agreement shall be
     adopted, approved, executed and acknowledged in accordance with the
     laws under which it is formed.

3.   The name of the surviving or resulting corporation is:
     Hydro Environmental Resources, Inc.

4.   Check the statement applicable to the merger or consolidation:

          [  ] No amendments or changes are desired to be made so that the
          certificate of incorporation of the surviving corporation shall
          be its certificate of incorporation.

          [  ] Any amendments of changes in the certificate of
          incorporation of the surviving corporation as are desired to be
          effected by the merger are set out in an attachment hereto.

          [X]  The certificate of incorporation of the corporation
          resulting from the consolidation is set forth in an attachment
          hereto.

5.   The executed agreement of consolidation or merger is on file at the
     principal place of business of the surviving corporation at the
     following address:

     5725 S. Valley View Blvd., Suite 5, Las Vegas, Nevada  89118

6.   A copy of the agreement of consolidation or merger shall be furnished
     by the surviving corporation, on request and without cost, to any
     shareholder of any constituent corporation.

7.   The surviving or resulting corporation is to be governed by the laws
     of the State of Nevada and hereby agrees that it may be served with
     process in this state in any proceeding for enforcement of any
     obligation of any constituent corporation of this state, as well as
     for enforcement of any obligation of the surviving or resulting
     corporation arising from the merger or consolidation, including any
     suit or other proceeding to enforce the right of any shareholders as
     determined in appraisal proceedings pursuant to the provisions of
     Title 18, Section 1091.

     The surviving or resulting corporation hereby irrevocably appoints the
     Secretary of State as its agent to accept service of process in any
     suit or other proceedings.  The address to which a copy of any process
     shall be mailed by the Secretary of State is:

     5725 S. Valley View Blvd., Suite 5, Las Vegas, Nevada  89118

     IN WITNESS WHEREOF, the surviving or resulting corporation has caused
     this certificate of merger or consolidation to be executed by its
     President and attested by its Assistant Secretary this 17th day of
     August, 2001.



                                        /s/ Jack H. Wynn
                                        Jack H. Wynn, President


ATTEST:


/s/ David A. Youngblood
David A. Youngblood, Assistant Secretary