Exhibit T3A-66.

                                    Delaware
                                                        PAGE 1

                                 The First State

         I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "ERC ENERGY II, INC." AS RECEIVED AND FILED IN THIS OFFICE.

         THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

         CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF APRIL, A.D.
1999, AT 9 O'CLOCK A.M.

         AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

                                                  /s/ Harriet Smith Windsor
                                                  ------------------------------
                                                  Harriet Smith Windsor,
Secretary of State
3032718 8100H                                      AUTHENTICATION: 2951852
040135949                                                    DATE: 02-25-04



                          CERTIFICATE OF INCORPORATION

                                       OF

                               ERC Energy II, Inc.

         The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

         FIRST: The name of the corporation (hereinafter called the
"corporation") is ERC Energy II, Inc.

         SECOND: The address, including street, number, city, end county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, Delaware, County of New Castle, 19805; and the name of
the registered agent of the corporation in the State of Delaware at such address
is Corporation Service Company.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Hundred (100). The par value of each of such
shares is One Dollar and No Cents ($1.00). All such shares are of one class and
are shares of Common Stock. Each outstanding share of which, will be entitled to
one vote.

         FIFTH: The name and the mailing address of the Incorporator are as
follows:

         NAME                                   MAILING ADDRESS

         Theresa A. McCullough                  40 Lane Road
                                                Fairfield, New Jersey 07007

         SIXTH: The corporation is to have perpetual existence.



                                                                 Exhibit T3A-66.

         SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.

         EIGHTH: From time to time any of the provisions of this certificate of
Incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article Eighth.

Signed on April 21, 1999

                                                  /s/ Theresa A. McCullough
                                                  ------------------------------
                                                  Theresa A. McCullough,
                                                  Incorporator