Exhibit B-15(a)

  ARTICLES OF CONVERSION OF PRUDENTIAL OIL AND GAS INC., A
   TEXAS BUSINESS CORPORATION INTO PRUDENTIAL OIL AND GAS
 L.L.C., A TEXAS LIMITED LIABILITY COMPANY, AS THE SURVIVING
                           ENTITY

Pursuant  to  the provisions of article 5.18  of  the  Texas
Business Corporation Act, the undersigned converting  entity
certifies  the following articles of conversion adopted  for
the  purpose of effecting a conversion of Prudential Oil and
Gas Inc., a Texas Business corporation ("converting entity")
with and into Prudential Oil and Gas L.L.C., a Texas limited
liability  company ("converted entity"), in accordance  with
the provisions of the Texas Business Corporation Act.

1.   The name, state or country of incorporation, formation,
     and  organization  of  the converting  entity,  and  or
     organization   form  of  the  converting   entity   are
     Prudential Oil and Gas Inc. which was incorporated as a
     for-profit   business  corporation  under   the   Texas
     Business Corporation Act on October 16, 1962.

2.   A  plan  of  conversion  was approved  and  adopted  in
     accordance  with  the provisions of Articles  5.03  and
     5.17  of  the Texas Business Corporation Act  providing
     for  the  conversion of Prudential Oil and Gas Inc.,  a
     corporation  incorporated  under  the  Texas   Business
     Corporation  Act to Prudential Oil and  Gas  L.L.C.,  a
     Texas limited liability company.

3.   An  executed  plan  of conversion is  on  file  at  the
     principal place of business of the converting entity at
     350  Pine  Street, Beaumont, TX 77701,  and,  from  and
     after  the  conversion, an executed plan of  conversion
     will  be on file at the principal place of business  of
     the  converted entity at 350 Pine Street, Beaumont,  TX
     77701.

4.   A  copy of the plan of conversion will be furnished  by
     the  converting entity (prior to the conversion) or  by
     the  converted entity (after the conversion) on written
     request  and without cost to any shareholder or  member
     of the converting entity or the converted entity.

5.   The  approval  of  the  plan  of  conversion  was  duly
     authorized by all action required by the laws of the State
     of  Texas  under which Prudential Oil and Gas  Inc.  is
     incorporated and by its constituent documents.

6.   The converting entity has 11,537 shares of common stock
     outstanding, and the plan of conversion was unanimously
     approved by the shareholders of the converting entity.

7.   Two   copies   of  the  articles  of  organization   of
     Prudential  Oil and Gas L.L.C., which is to be  created
     pursuant to the plan of conversion, are being filed with the
     secretary of state with the articles of conversion.

8.   The converted entity will be liable for the payment  of
     all  fees and franchise taxes of the converting  entity
     required by law.


Dated: ______________________.
                                 Prudential Oil and Gas Inc.

                            By______________________________

                           Its______________________________