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                                                  EXHIBIT (3) (i)



              RESTATED CERTIFICATE OF INCORPORATION

                                OF

                      CH ENERGY GROUP, INC.

        UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

         _______________________________________________


     The undersigned, being respectively, the Chairman of the
Board and the Secretary of CH Energy Group, Inc., a New York
corporation, in accordance with Section 807 of the Business
Corporation Law of the State of New York, do hereby certify that:

     FIRST:    The name under which the corporation was
originally incorporated was CH Energy Group, Inc. (the
"Corporation").

     SECOND:   The Certificate of Incorporation of the
Corporation was filed by the Department of State on April 27,
1998.

     THIRD:    The Certificate of Incorporation is amended to
effect one or more amendments authorized by the Business
Corporation Law of the State of New York, namely: Article 4 is
amended to provide for the issuance of preferred stock and for
the establishment of the relative rights limitations and
preferences related thereto; Article 5 is amended to provide a
new post office address upon which the Secretary of State shall
mail a copy of any process in any action or proceeding commenced
against the Corporation; new Article 7 is added to provide
provisions for the election and removal of directors of the
Corporation; new Article 8 is added to require a super-majority
vote for certain changes in the Certificate of Incorporation; new
Article 9 is added to provide for amendment of the Corporation's
By-Laws and to require a super-majority vote for changes in
certain provisions thereof; and new Article 10 is added to
require a super-majority vote of shareholders with respect to
certain Business Combinations.  The text of the Certificate of
Incorporation is hereby restated as so amended to read in its
entirety as follows:

          1.   The name of the Corporation is CH Energy Group,
Inc. (the 'Corporation').

          2.   The purpose for which the Corporation is formed is
to engage in any lawful act or activity for which corporations
may be formed under the Business Corporation Law of the State of
New York; provided that the Corporation is not formed to engage
in any act or activity which requires the consent or approval of
any state official, department, board, agency or other body,
without such consent or approval first being obtained.

          3.   The office of the Corporation in the State of New
York is to be located in the City of Poughkeepsie, County of
Dutchess.

          4.   The aggregate number of shares which the
Corporation shall have authority to issue is (a) 30,000,000
shares of Common Stock, with a par value of $.10 per share (the
"Common Stock"), and 1,200,000 shares of Preferred Stock, with a
par value of $.10 per share (the "Preferred Stock").

               The relative rights, preferences and limitations
of the shares of such classes of stock are as follows:

     A.   The Preferred Stock may be issued from time to time by
the Board of Directors as shares of one or more series of
Preferred Stock, and the Board of Directors is expressly
authorized, prior to issuance, in the resolution or resolutions
providing for the issue of shares of each particular series, to
establish and designate each particular series and to fix before
issuance the designations, rights, preferences, privileges,
voting powers, limitations, restrictions or qualifications of
each particular series, and the relative rights, preferences and
limitations between series, including, but without limitation of
the foregoing general powers:


          (i)       The distinctive serial designation of
     such series which shall distinguish it from other
     series;

          (ii)       The number of shares included in such
     series, which number may be increased or decreased from
     time to time unless otherwise provided by the Board of
     Directors in creating such series;

          (iii)     The annual or other dividend rate or
     rates (or method of determining such rate or rates) for
     shares of such series and the date or dates upon which
     such dividends shall be payable;

          (iv)      Whether dividends on the shares of such
     series shall be cumulative and, in the case of shares
     of any series having cumulative dividend rights, the
     date or dates (or method for determining such date or
     dates) from which dividends on the shares of such
     series shall be cumulative;

          (v)       The amount or amounts which shall be
     paid out of the assets of the Corporation to the
     holders of the shares of such series upon voluntary or
     involuntary liquidation, dissolution, or winding up of
     the Corporation;

          (vi)      The price or prices (cash or otherwise)
     at which, the period or periods within which and the
     terms and conditions upon which the shares of such
     series may be purchased, redeemed or acquired (by
     exchange or otherwise), in whole or in part, at the
     option of the Corporation;

          (vii)     Provision or provisions, if any, for the
     Corporation to purchase, redeem or acquire (by exchange
     or otherwise), in whole or in part, shares of such
     series pursuant to a sinking or other similar fund, and
     the price or prices (cash or otherwise) at which, the
     period or periods within which and the terms and
     conditions upon which the shares of such series shall
     be so purchased, redeemed or acquired, in whole or in
     part, pursuant to such provision or provisions;

          (viii)    The period or periods within which and
     the terms and conditions, if any, including the price
     or prices or the rate or rates of conversion or
     exchange and the terms and conditions of any adjustment
     thereof, upon which the shares of such series shall be
     convertible or exchangeable at the option of the holder
     or the Corporation or both into shares of any class of
     stock or into shares of any other series of Preferred
     Stock, except into shares having rights or preferences
     as to dividends or the distribution of assets upon
     liquidation, dissolution or winding up of the
     Corporation which are prior or superior in rank to
     those of the shares being converted or exchanged;

          (ix)      The voting rights, if any, of the shares
     of such series in addition to those required by law,
     including the number of votes per share (which may be
     fractional or more or less than one) and any
     requirement for the approval by the holders of up to
     two-thirds of the shares of Preferred Stock, or of the
     shares of one or more series, or of both, as a
     condition to specified corporate action or amendments
     to the Certificate of Incorporation; and

          (x)       Any other relative rights, preferences
     or limitations of the shares of such series not
     inconsistent herewith or with applicable law.

     B.   All issued and outstanding series of Preferred Stock
(i) shall rank prior or superior to the Common Stock in respect
of the right to receive dividends and the right to receive
payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, (ii) shall be of equal rank, regardless of series,
and (iii) shall be identical in all respects except as provided
in Paragraph A of this Article 4.  The shares of any particular
series of the Preferred Stock shall be identical with each other
in all respects except as to the date from and after which
dividends thereupon shall be cumulative or accrue if declared. 
In case dividends or amounts payable on liquidation, dissolution
or winding up of the Corporation are not paid in full on the
Preferred Stock, the shares of all series of the Preferred Stock
shall share ratably in the payment of dividends, including
accumulations, if any, in accordance with the sums which would be
payable on such shares if all dividends were declared and paid in
full, and in any distribution of assets other than by way of
dividends in accordance with the sums which would be payable on
such distributions if all sums payable were discharged in full. 
All Preferred Stock redeemed, purchased or otherwise acquired by
the Corporation (including shares surrendered for conversion or
exchange or acquired by conversion or exchange or otherwise)
shall be canceled and thereupon restored to the status of
authorized and unissued shares of Preferred Stock undesignated as
to series.

     C.   No holder of shares of the Corporation of any class or
series, now or hereafter authorized, shall have any preferential
or preemptive right to subscribe for, purchase or receive, or
have any preferential or preemptive right with respect to, any
shares of the Corporation of any class or series whatsoever, now
or hereafter authorized, or any options or warrants for any such
shares, or any rights to subscribe for or purchase any such
shares, or any securities convertible into or exchangeable for
any such shares whatsoever, whether now or hereafter authorized
and whether issued for cash or other consideration or by way of
dividend or otherwise, which may at any time be issued, sold,
delivered or offered by the Corporation.

     D.   Except as may from time to time be required by law and
except as otherwise may be provided by the Board of Directors in
accordance with Paragraph A of this Article 4 in respect of any
particular series of Preferred Stock, all voting rights of the
Corporation shall be vested exclusively in the holders of the
Common Stock who shall be entitled to one vote per share on all
matters.

     5.   The Secretary of State of the State of New York is
designated as the agent of the Corporation upon whom any process
in any action or proceeding against it may be served.  The post
office address to which the Secretary of State shall mail a copy
of any such process served upon such Secretary is CH Energy
Group, Inc., 284 South Avenue, Poughkeepsie, New York 12601-4879,
Attention: Corporate Secretary.

     6.   No director of the Corporation shall have personal
liability to the Corporation or its shareholders for damages for
any breach of duty in such capacity, provided that the foregoing
shall not eliminate or limit the liability of any director if a
judgment or other final adjudication adverse to such director
establishes that such director's acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation
of law or that such director personally gained in fact a
financial profit or other advantage to which such director was
not legally entitled or that such director's act violated Section
719 of the Business Corporation Law of New York.  No amendment to
or repeat of this Article 6 shall apply to or have any effect on
the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.  If the
Business Corporation Law of the State of New York is amended
hereafter to expand or limit the liability of a director, then
the liability of a director of the Corporation shall be expanded
to the extent required or limited to the extent permitted by the
Business Corporation Law of the State of New York, as so amended.

     7.   The following provisions shall relate to the Board of
Directors of the Corporation:

     A.   The size of the Board of Directors shall be fixed by or
pursuant to the By-Laws.  At the first annual meeting of
shareholders following the adoption of this Restated Certificate
of Incorporation, or any special meeting in lieu thereof, the
Board of Directors shall be divided into three classes designated
Class I, Class II and Class III, which classes shall be as nearly
equal in number as the then total number of directors
constituting the entire Board permits.  Class I, Class II and
Class III directors shall be so elected for terms expiring at the
next succeeding annual meeting, the second succeeding annual
meeting and the third succeeding annual meeting, respectively,
and until their respective successors are elected and qualified. 
At each annual meeting of shareholders after such first annual
(or special) meeting of shareholders following the adoption of
this Restated Certificate of Incorporation, the directors chosen
to succeed those in the class whose terms then expire shall be
elected by shareholders for terms expiring at the third
succeeding annual meeting after election, or for such lesser term
for which one or more may be nominated in a particular case in
order to assure that the number of directors in each class shall
be appropriately constituted, and until their respective
successors are elected and qualified. Newly created directorships
or any decrease in directorships resulting from increases or
decreases in the number of directors shall be so apportioned
among the classes of directors as to make all the classes as
nearly equal in number as possible.  Vacancies on the Board of
Directors at any time for any reason may be filled by a majority
of the directors then in office, although less than a quorum.

          Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of stock (other than the Common
Stock), now or hereafter authorized, shall have the right, voting
separately or by class or series, to elect directors at an annual
or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships
shall be governed by any provisions of the Certificate of
Incorporation applicable thereto, and such directors so elected
shall not be divided into one or more classes pursuant to this
Article 7A unless expressly provided by such provisions.

     B.   Subject to the rights of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any
director may be removed from office by a vote of the shareholders
entitled to vote thereon only for cause and any director may be
removed from office by action of the Board of Directors only for
cause.

     8.   In addition to any vote that may be required by law or
in the Certificate of Incorporation in respect of any class or
series of stock, now or hereafter authorized, ranking prior or
superior in right of payment to the Common Stock in respect of
the right to receive dividends or the right to receive payments
out of the assets of the Corporation upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, the provisions of Articles 4C, 4D, 6, 7, 8, 9 and 10
of the Certificate of Incorporation shall not be amended or
repealed, or a new provision adopted inconsistent therewith,
without the approval of not less than 75% of the entire Board of
Directors at any regular or special meeting of directors and the
affirmative vote of not less than 75% of the shares entitled to
vote thereon at such annual or special meeting of shareholders at
which any such action is proposed.

     9.   Except as otherwise provided in the Certificate of
Incorporation in respect of any class or series of stock, now or
hereafter authorized, ranking prior or superior in right of
payment to the Common Stock in respect of the right to receive
dividends or the right to receive payments out of the assets of
the Corporation upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the By-Laws of the
Corporation may be amended or repealed, or new By-Laws may be
adopted, either (a) by a vote of shareholders entitled to vote at
any annual or special meeting of shareholders, or (b) by a vote
of the majority of the entire Board of Directors at any regular
or special meeting of directors; provided, however, that any
amendment or repeal of, or the adoption of any new By-Law or
provision inconsistent with, Article I (Section 1.2 - "Special
Meetings", 1.4 - "Presiding at Meetings" or 1.12 - "Notice of
Shareholder Business and Nominations"), Article II (Section 2.1 -
"Number of Directors", 2.2 - "Elections, Terms and Vacancies" or
2.8 - "Removal of Directors"), Article VI - "Indemnification", or
Article VIII - "Amendments to By-Laws" of the By-Laws, if by
action of such shareholders, shall be only upon the affirmative
vote of not less than 75% of the shares entitled to vote thereon
at such annual or special meeting of shareholders at which any
such action is proposed and, if by action of the Board of
Directors, shall be only upon the approval of not less than 75%
of the entire Board of Directors at any regular or special
meeting of directors.

     10.  The vote of the shareholders of the Corporation
required to approve any Business Combination shall be as set
forth in this Article 10.  The term "Business Combination" shall
mean any transaction that is referred to in any one or more
clauses (A) through (E) of subparagraph (a) of this Article 10. 
Each other capitalized term shall have the meaning ascribed to it
in subparagraph (c) of this Article 10.

                    (a)  In addition to any affirmative vote
          required by law or this Certificate of Incorporation
          and except as otherwise expressly provided in
          subparagraph (b) of this Article 10:

                    (A)  any merger, consolidation or
          binding share exchange of the Corporation or any
          Subsidiary with (i) any Interested Shareholder or
          (ii) any other person (whether or not itself an
          Interested Shareholder) which is, or after such
          merger, consolidation or binding share exchange
          would be, an Affiliate of an Interested
          Shareholder; or

                    (B)  any sale, lease, exchange,
          mortgage, pledge, transfer or other disposition
          (in one transaction or a series of transactions)
          to or with any Interested Shareholder or any
          Affiliate of any Interested Shareholder of assets
          of the Corporation or any Subsidiary having an
          aggregate Fair Market Value of $5,000,000 or more;
          or

                    (C)  the issuance or transfer by the
          Corporation or any Subsidiary (in one transaction
          or a series of transactions) of any securities of
          the Corporation or any Subsidiary to any
          Interested Shareholder or any Affiliate of any
          Interested Shareholder in exchange for cash,
          securities or other property (or a combination
          thereof) having an aggregate Fair Market Value of
          $5,000,000 or more, other than the issuance of
          securities upon the conversion of convertible
          securities of the Corporation or any Subsidiary
          which were not acquired by such Interested
          Shareholder (or such Affiliate) from the
          Corporation or a Subsidiary; or


                    (D)  the adoption of any plan or
          proposal for the liquidation or dissolution of the
          Corporation proposed by or on behalf of an
          Interested Shareholder or any Affiliate of any
          Interested Shareholder; or    

                    (E)  any transaction involving the
          Corporation or any Subsidiary (whether or not with
          or into or otherwise involving an Interested
          Shareholder), and including, without limitation,
          any reclassification of securities (including any
          reverse stock split), or recapitalization or
          reorganization of the Corporation, or any merger
          or consolidation of the Corporation with any of
          its Subsidiaries or any self tender offer for or
          repurchase of securities of the Corporation by the
          Corporation or any Subsidiary or any other
          transaction (whether or not with or into or
          otherwise involving an Interested Shareholder),
          which in any such case has the effect, directly or
          indirectly, of increasing the proportionate share
          of the outstanding shares of any class of equity
          securities or securities convertible into equity
          securities of the Corporation or any Subsidiary
          which is directly or indirectly beneficially owned
          by any Interested Shareholder or any Affiliate of
          any Interested Shareholder;

shall require the affirmative vote of the holders of at least 80
percent of the combined voting power of the then outstanding
shares of the Voting Stock, in each case voting together as a
single class, which vote shall include the affirmative vote of at
least two-thirds (2/3) of the combined voting power of the
outstanding shares of Voting Stock held by shareholders other
than the Interested Shareholder.  Such affirmative vote shall be
required notwithstanding any provision of law or any other
provision of this Restated Certificate of Incorporation or any
agreement with any national securities exchange or otherwise
which might permit a lesser vote or no vote and in addition to
any affirmative vote required of the holders of any class or
series of Voting Stock pursuant to law, this Restated Certificate
of Incorporation or any class or series of Preferred or
Preference Stock Designation (a "Preferred or Preference Stock
Designation") being any designation of the rights, powers and
preferences of any class or series of Preferred or Preference
Stock made pursuant to Paragraph 4A of this Restated Certificate
of Incorporation). 

               (b)  The provisions of subparagraph (a) of
          this Article 10 shall not be applicable to any
          particular Business Combination, and such Business
          Combination shall require only such affirmative
          vote as may be required by law, any other
          provision of this Restated Certificate of
          Incorporation, any Preferred or Preference Stock
          Designation and any agreement with any national
          securities exchange, if, in the case of a Business
          Combination that does not involve any cash or
          other consideration being received by the
          shareholders of the Corporation, solely in their
          respective capacities as shareholders of the
          Corporation, the condition specified in the
          following subparagraph (1) is met, or, in the case
          of any other Business Combination, the conditions
          specified in the following subparagraph (1) or the
          conditions specified in the following subparagraph
          (2) are met:

               (1)  such Business Combination shall have
          been approved by a majority of the Disinterested
          Directors; or

               (2)  each of the five conditions specified in
          the following clauses (A) through (E) shall have
          been met:

                         (A)  the aggregate amount of
               the cash and the Fair Market Value as of
               the Consummation Date of any
               consideration other than cash to be
               received per share by holders of Common
               Stock in such Business Combination shall
               be at least equal to the highest of the
               following (it being intended that the
               requirements of this clause (2)(A) shall
               be required to be met with respect to
               all shares of Common Stock outstanding
               whether or not the Interested
               Shareholder has acquired any shares of
               the Common Stock):

                    (i)  if applicable, the highest per
               share price (including any brokerage
               commissions, transfer taxes and soliciting
               dealers' fees) paid in order to acquire any
               shares of Common Stock beneficially owned by
               the Interested Shareholder which were
               acquired beneficially by such Interested
               Shareholder (x) within the two-year
               period immediately prior to the
               Announcement Date or (y) in the
               transaction in which it became an
               Interested Shareholder, whichever is
               higher; or

                    (ii) the Fair Market Value per
               share of Common Stock on the
               Announcement Date or on the
               Determination Date, whichever is higher;
               or

                    (iii) the amount which bears the
               same percentage relationship to the Fair
               Market Value of the Common Stock on the
               Announcement Date as the highest per
               share price determined in (2)(A)(i)
               above bears to the Fair Market Value of
               the Common Stock on the date of the
               commencement of the acquisition of the
               Common Stock by such Interested
               Shareholder; and

               (B)  the aggregate amount of the cash and the
          Fair Market Value as of the Consummation Date of
          any consideration other than cash to be received
          per share by holders of the shares of any class or
          series of Voting Stock (other than Common Stock)
          shall be at least equal to the highest of the
          following (it being intended that the requirements
          of this clause (2)(B) shall be required to be met
          with respect to every class and series of such
          outstanding Voting Stock, whether or not the
          Interested Shareholder has previously acquired any
          shares of a particular class or series of Voting
          Stock):

                    (i)  if applicable, the highest per
               share price (including any brokerage
               commissions, transfer taxes and soliciting
               dealers' fees) paid in order to acquire any
               shares of such class or series of Voting
               Stock beneficially owned by the Interested
               Shareholder which were acquired beneficially
               by such Interested Shareholder (x) within the
               two-year period immediately prior to the
               Announcement Date or (y) in the transaction
               in which it became an Interested Shareholder,
               whichever is higher; or 

                    (ii) if applicable, the highest
               preferential amount per share to which
               the holders of shares of such class or
               series of Voting Stock are entitled in
               the event of any voluntary or
               involuntary liquidation, dissolution or
               winding up of the Corporation; or

                    (iii) the Fair Market Value per
               share of such class or series of Voting
               Stock on the Announcement Date or the
               Determination Date, whichever is higher;
               or

                    (iv) the amount which bears the
               same percentage to the Fair Market Value
               of such class or series of Voting Stock
               on the Announcement Date as the highest
               per share price in (2)(B)(i) above bears
               to the Fair Market Value of such Voting
               Stock on the date of the commencement of
               the acquisition of such Voting Stock by
               such Interested Shareholder; and

               (C)  the consideration to be received by
          holders of a particular class or series of
          outstanding Voting Stock (including Common Stock)
          shall be in cash or in the same form as was
          previously paid in order to acquire beneficially
          shares of such class or series of Voting Stock
          that are beneficially owned by the Interested
          Shareholder and, if the Interested Shareholder
          beneficially owns shares of any class or series of
          Voting Stock that were acquired with varying forms
          of consideration, the form of consideration to be
          received by each holder of such class or series of
          Voting Stock shall be, at the option of such
          holder, either cash or the form used by the
          Interested Shareholder to acquire beneficially the
          largest number of shares of such class or series
          of Voting Stock beneficially acquired by it prior
          to the Announcement Date; and

               (D)  after such Interested Shareholder has
          become an Interested Shareholder and prior to the
          consummation of such Business Combination:

                    (i)  such Interested Shareholder
               shall not have become the beneficial
               owner of any additional shares of Voting
               Stock of the Corporation, except as part
               of the transaction in which it became an
               Interested Shareholder or upon
               conversion of convertible securities
               acquired by it prior to becoming an
               Interested Shareholder or as a result of
               a pro rata stock dividend or stock
               split; and

                    (ii)  such Interested Shareholder
               shall not have received the benefit,
               directly or indirectly (except
               proportionately as a shareholder), of
               any loans, advances, guarantees, pledges
               or other financial assistance or tax
               credits or other tax advantages provided
               by the Corporation or any Subsidiary,
               whether in anticipation of or in
               connection with such Business
               Combination or otherwise; and

                    (iii)  such Interested Shareholder
               shall not have caused any material
               change in the Corporation's business or
               capital structure, including, without
               limitation, the issuance of shares of
               capital stock of the Corporation to any
               third party; and

                    (iv) there shall have been (x) no
               failure to declare and pay at the
               regular date therefor the full amount of
               dividends (whether or not cumulative) on
               any outstanding Preferred or Preference
               Stock, except as approved by a majority
               of the Disinterested Directors, (y) no
               reduction in the rate of dividends,
               annualized on the basis of the last
               dividend declaration, paid on Common
               Stock (except as necessary to reflect
               any subdivision of the Common Stock),
               except as approved by a majority of the
               Disinterested Directors and (z) an
               increase in such annual rate of
               dividends (as necessary to prevent any
               such reduction) in the event of any
               reclassification (including any reverse
               stock split), recapitalization,
               reorganization, self tender offer or any
               similar transaction which has the effect
               of reducing the number of outstanding
               shares of the Common Stock, unless the
               failure so to increase such annual rate
               was approved by a majority of the
               Disinterested Directors; and

               (E)  a proxy or information statement
          describing the proposed Business Combination and
          complying with the requirements of the Securities
          Exchange Act of 1934 and the rules and regulations
          thereunder (or any subsequent provisions replacing
          such Act, rules and regulations), whether or not
          the Corporation is then subject to such
          requirements, shall be mailed by and at the
          expense of the Interested Shareholder at least 30
          days prior to the Consummation Date of such
          Business Combination to the public shareholders of
          the Corporation (whether or not such proxy or
          information statement is required to be mailed
          pursuant to such Act or subsequent provisions),
          and shall contain at the front thereof in a
          prominent place (i) any recommendations as to the
          advisability (or inadvisability) of the Business
          Combination which the Disinterested Directors, if
          any, may choose to state, and (ii) the opinion of
          a reputable national investment banking firm as to
          the fairness (or not) of such Business Combination
          from the point of view of the remaining public
          shareholders of the corporation (such investment
          banking firm to be engaged solely on behalf of the
          remaining public shareholders, to be paid a
          reasonable fee for their services by the
          Corporation upon receipt of such opinion, to be
          unaffiliated with such Interested Shareholder,
          and, if there are at the time any Disinterested
          Directors, to be selected by a majority of the
          Disinterested Directors).

          (c)  For purposes of this Article 10:

               (1)  A "person" shall include, without limitation,
          any individual, firm, corporation, group (as such term
          is used in Regulation 13D-G of the General Rules and
          Regulations under the Securities Exchange Act of 1934,
          as in effect on October 1, 1998) or other entity.

               (2)  "Interested Shareholder" shall mean any
          person (other than the Corporation or any Subsidiary or
          any employee benefit plan of the Corporation or any
          Subsidiary) who or which:

                    (A)  is the beneficial owner, directly
               or indirectly, of more than 10 percent of the
               combined voting power of the then outstanding
               shares of Voting Stock; or 

                    (B)  is an Affiliate of the Corporation and
               at any time within the two-year period immediately
               prior to the date in question was the beneficial
               owner, directly or indirectly, of 10 percent or
               more of the combined voting power of the then
               outstanding shares of Voting Stock; or

                    (C)  is an assignee of or has otherwise
               succeeded to the beneficial ownership of any
               shares of Voting Stock that were at any time
               within the two-year period immediately prior to
               the date in question beneficially owned by an
               Interested Shareholder, if such assignment or
               succession shall have occurred in the course of a
               transaction or series of transactions not
               involving a public offering within the meaning of
               the Securities Act of 1933.

               (3)  A person shall be a "beneficial owner" of any
          Voting Stock:

                    (A)  which such person or any of its
               Affiliates or Associates beneficially owns,
               directly or indirectly; or

                    (B)  which such person or any of its
               Affiliates or Associates has (a) the right to
               acquire (whether or not such right is exercisable
               immediately) pursuant to any agreement,
               arrangement or understanding or upon the exercise
               of conversion rights, exchange rights, warrants or
               options, or otherwise, or (b) the right to vote or
               direct the vote pursuant to any agreement,
               arrangement or understanding; or

                    (C)  which are beneficially owned, directly
               or indirectly, by any other person with which such
               person or any of its Affiliates or Associates has
               any agreement, arrangement or understanding for
               the purpose of acquiring, holding, voting or
               disposing of any shares of Voting Stock.

               (4)  For the purposes of determining whether a
          person is an Interested Shareholder pursuant to
          subparagraph (c)(2) of this Article 10, the number of
          shares of Voting Stock deemed to be outstanding shall
          include shares deemed owned by such Interested
          Shareholder through application of subparagraph (c)(3)
          of this Article 10, but shall not include any other
          shares of Voting Stock that may be issuable pursuant to
          any agreement, arrangement or understanding, or upon
          exercise of conversion rights, warrants or options, or
          otherwise.

               (5)  "Affiliate" and "Associates" shall have the
          respective meanings ascribed to such terms in Rule 12b-2 of
          the General Rules and Regulations under the
          Securities Exchange Act of 1934, as in effect on
          October 1, 1998.

               (6)  "Subsidiary" shall mean any company more that
          50 percent of whose outstanding equity securities
          having ordinary voting power in the election of
          directors is owned, directly or indirectly, by the
          Corporation or by a Subsidiary or by the Corporation
          and one or more Subsidiaries; provided, however, that
          for the purposes of the definition of Interested
          Shareholder set forth in subparagraph (c)(2) of this
          Article 10, the term "Subsidiary" shall mean only a
          company of which a majority of each class or series of
          capital stock entitled to vote generally in the
          election of directors of such company is owned,
          directly or indirectly, by the Corporation.

               (7)  "Disinterested Director" shall mean any
          member of the Board of Directors of the Corporation who
          is unaffiliated with, and not a nominee of, the
          Interested Shareholder and was a member of the Board
          prior to the time that the Interested Shareholder
          became an Interested Shareholder, and any successor of
          a Disinterested Director who is unaffiliated with, and
          not a nominee of, the Interested Shareholder and who is
          recommended to succeed a Disinterested Director by a
          majority of Disinterested Directors then on the Board
          of Directors.

               (8)  "Fair Market Value" shall mean (1) in the
          case of stock, the highest closing sale price during
          the 30-day period commencing on the 40th day preceding
          the date in question of a share of such stock on the
          Composite Tape for New York Stock Exchange-Listed
          Stocks, or, if such stock is not quoted on the New York
          Stock Exchange-Composite Tape, on the principal United
          States securities exchange registered under the
          Securities Exchange Act of 1934 on which such stock is
          listed, or, if such stock is not listed on any such
          exchange, the highest closing sale price or bid
          quotation with respect to a share of such stock during
          the 30-day period commencing on the 40th day preceding
          the date in question on the National Association of
          Securities Dealers, Inc.  Automated Quotations System
          or any system then in use, or if no such quotations are
          available, the fair market value on the date in
          question of a share of such stock as determined by a
          majority of the Disinterested Directors in good faith;
          and (2) in the case of property other than cash or
          stock, the fair market value of such property on the
          date in question as determined by a majority of the
          Disinterested Directors in good faith.

               (9)  In the event of any Business Combination in
          which the Corporation survives, the phrase "any
          consideration other than cash to be received" as used
          in subparagraph (b)(2)(A) and (B) of this Article 10
          shall include the shares of Common Stock and/or the
          shares of any other class or series of outstanding
          Voting Stock retained by the holders of such shares.

               (10) "Announcement Date" shall mean the date of
          first public announcement of the proposed Business
          Combination.

               (11) "Determination Date" shall mean the date on
          which the Interested Shareholder became an Interested
          Shareholder.

               (12) "Consummation Date" shall mean the date of
          the consummation of the Business Combination.

               (13) The term "Voting Stock" shall mean all
          outstanding shares of capital stock of all classes and
          series of the Corporation entitled to vote generally in
          the election of directors of the Corporation, in each
          case voting together as a single class.

               (d)  A majority of the Disinterested Directors
          shall have the power and duty to determine, on the
          basis of information known to them after reasonable
          inquiry, all facts necessary to determine compliance
          with this Article 10 including, without limitation:

               (1)  whether a person is an Interested
               Shareholder;

               (2)  the number of shares of Voting Stock
               beneficially owned by any person;

               (3)  whether a person is an Affiliate or
               Associate of another person;

               (4)  whether the requirements of subparagraph
               (b)(2) of this Article 10 have been met with
               respect to any Business Combination;

               (5)  whether the assets which are the subject of
               any Business Combination have, or the
               consideration to be received for the issuance or
               transfer of securities by the Corporation or any
               Subsidiary in any Business Combination has, an
               aggregate Fair Market Value of $5,000,000 or more;
               and

               (6)  such other matters with respect to which a
               determination is required under this Article 10. 
               The good faith determination of a majority of the
               Disinterested Directors on such matters shall be
               conclusive and binding for all purposes of this
               Article 10.

     (e)  Nothing contained in this Article 10 shall be construed
to relieve any Interested Shareholder from any fiduciary
obligation imposed by law.

     (f)  Notwithstanding anything contained in this Certificate
of Incorporation to the contrary, the affirmative vote of the
holders of at least 80 percent of the combined voting power of
the Voting Stock, voting together as a single class, shall be
required to alter, amend or repeal this Article 10 or to adopt
any provisions inconsistent therewith; provided, however, that if
there is an Interested Shareholder on the record date for the
meeting at which such action is submitted to the shareholders for
their consideration, such 80 percent vote must include the
affirmative vote of at least tow-thirds (2/3) of the combined
voting power of the outstanding shares of Voting Stock held by
shareholders other than the Interested Shareholder.

     (g)  Nothing contained in this Article 10 is intended, or
shall be construed, to affect any of the relative rights,
preferences or limitations, within the meaning of such terms
under Section 801(b)(12) of the New York Business Corporation Law
or any successor statute, of any shares of any authorized class
or series thereof of the Corporation, whether issued or unissued.

  FOURTH:     The foregoing Restated Certificate of
Incorporation was authorized by the Board of Directors of the
Corporation at a meeting of the Board of Directors held on
October 5, 1998, followed by the written consent of the sole
shareholder of the Corporation, dated October 5, 1998.

    IN WITNESS WHEREOF, I have subscribed and affirm the
statements contained in this Restated Certificate of
Incorporation as true under the penalties of perjury this 5th day
of October, 1998.



                                                    
                   ________________________________
                   John E. Mack, III
                   Chairman of the Board &
                   Chief Executive Officer




                   ________________________________
                   Ellen Ahearn
                   Secretary    
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