EXHIBIT 3.1

        Filed
Colorado Secretary of State
        19991227407 M
          $  25.00
      Secretary of State
   12-06-1999  14:41:21


                               Secretary of State
                              Corporations Section



                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION

Pursuant.  to the  provisions  of the  Colorado  Business  Corporation  Act, the
undersigned  Corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

FIRST: The name of the corporation is           ALFA RESOURCES, INC.

SECOND: The following  amendment to the Articles of Incorporation was adopted on
NOVEMBER 18, 1999 as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:


XXX      Such amendment was adopted by a vote of the shareholders. The number of
         shares voted for the amendment was sufficient for approval.

THIRD:  If changing  corporate  name,  the new name of the  corporation is CAPCO
ENERGY, INC.


FOURTH:  The manner, if not set forth in such amendment,  in which any exchange,
reclassification, or cancellation of issued shares
provided for in the amendment shall be effected, is as follows:

                                 NOT APPLICABLE



                                       ALFA RESOURCES, INC.
                              ----------------------------------
                      Signature:  /s/ William J. Hickey
                                 -----------------------
                                 WILLIAM J. HICKEY
                     Title:  Vice President & Secretary