EXHIBIT 3(i)

                  CERTIFICATE OF INCORPORATION
                               OF
                       M. A. HANNA COMPANY

      As restated and amended to and including May 1, 1996


FIRST:    The name of this Corporation is M. A. Hanna Company.

SECOND:    The  principal office and place  of  business  of  the
Corporation in the State of Delaware is and shall be  located  at
Number  1209 Orange Street in the City of Wilmington,  County  of
New Castle, and the name and address of its Resident Agent is The
Corporation Trust Company, Number 1209 Orange Street, Wilmington,
Delaware 19801.

THIRD:    The nature of the business and the objects and purposes
to  be transacted, promoted or carried on by this Corporation are
to  do any or all the things herein mentioned as fully and to the
same extent as natural persons might or could do, and in any part
of the world, viz.:

           (a)   To  engage in exploring for, mining,  quarrying,
milling, concentrating, converting, smelting, treating, preparing
for   market,  manufacturing,  buying,  selling,  exchanging  and
otherwise producing and dealing in all kinds of ores, metals  and
minerals, and the products and by-products thereof of every  kind
and  description and by whatsoever process the same can be or may
hereafter  be  produced, and generally and without  limit  as  to
amount, to buy, sell, exchange, lease, acquire and deal in lands,
mines  and mineral rights and claims, and to conduct all business
appertaining thereto.

            (b)   To  engage  in  a  general  transportation  and
navigation business and a general import and export business, and
in connection therewith to construct, purchase, charter, lease or
otherwise  acquire,  own, manage, operate and  maintain,  and  to
sell,  charter,  lease,  mortgage or,  otherwise  dispose  of  or
encumber, steam and motor ships, vessels and water craft  of  all
kinds,  surface  transportation  facilities  of  all  kinds,  and
interests  therein,  and  yards,  docks,  wharves  and   wharfage
facilities, and all kinds of loading and unloading equipment  and
facilities.

            (c)   To  purchase,  generate,  create  or  otherwise
acquire,  use, sell or otherwise dispose of electric current  and
electric, steam and water power of every kind and description.

           (d)   To  acquire all or any part of  the  good  will,
rights,  property  and  business  of  any  person,  firm,  trust,
association  or corporation, heretofore or hereafter created,  to
pay for the same in cash or in stock or bonds of this Corporation
or  otherwise,  hold, utilize and in any manner  dispose  of  the
whole  or any part of the rights and property so acquired, assume
in connection therewith any liabilities of any such person, firm,
trust,  association  or  corporation and conduct  in  any  lawful
manner the whole or any part of the business thus acquired.

           (e)  To aid by loan, guaranty, subsidy or in any other
manner  whatsoever,  in so far as may be permitted  by  law,  any
corporation  or  corporations, organized under the  laws  of  the
State  of  Delaware  or of any other state, or  of  any  country,
nation  or government, any shares of the capital stock, or voting
trust  certificates for shares of the capital stock or bonds,  or
other  securities or evidences of indebtedness of which shall  be
held  by  or for the Corporation, or in which, or, in the welfare
of  which, the Corporation shall have any interest, and to do any
acts  or things designed to protect, preserve, improve or enhance
the value of any such shares, voting trust certificates, bonds or
other securities or evidences of indebtedness, and to do any  and
all acts designed to accomplish any such purpose.

           (f)   To guarantee the payments of dividends upon,  or
any  sinking  fund  payments in respect of,  any  shares  of  the
capital  stock, or the payment of the principal of,  or  interest
on,  or  sinking fund payments in respect of, any bonds or  other
securities  or  evidences of indebtedness, or the performance  of
any  contract, of any other corporation, trust or association  in
so far as and to the extent that a guaranty in respect thereof by
the Corporation may be permitted by law.

           (g)   To adopt, apply for, obtain, register, purchase,
take  on  lease  or otherwise acquire, and to maintain,  protect,
hold, use, own, exercise, develop, operate, and introduce, and to
sell,  grant  licenses  or other rights in  respect  of,  assign,
pledge or otherwise dispose of or turn to account any trademarks,
trade  names, patents, patent rights, copyrights and  distinctive
marks and rights analogous thereto, and inventions, improvements,
processes, formulas and the like, including such thereof  as  may
be  covered  by, used in connection with, or secured or  received
under,  Letters  Patent  of  the  United  States  of  America  or
elsewhere, or otherwise, which may be deemed capable  of  use  in
connection  with  any of the purposes of the  Corporation  herein
stated;  and  to  acquire, use, exercise  or  otherwise  turn  to
account licenses in respect of any such trademarks, trade  names,
patents,  patent  rights,  copyrights, inventions,  improvements,
processes, formulas and the like.

          (h)  To enter into, make and perform contracts of every
sort  and  description with any person, firm, trust, association,
corporation,  municipality,  body  politic,  county,   state   or
government or colony or dependency thereof.

           (i)  To borrow or raise moneys for any of the purposes
of  the Corporation without limit as to amount; from time to time
to  draw,  make,  accept, endorse, execute and  issue  promissory
notes,  drafts,  bills of exchange, and warrants,  and  to  issue
bonds, debentures, notes, or other obligations, negotiable or non-
negotiable, secured or unsecured, of the Corporation  for  moneys
so  borrowed, or in payment for property acquired, or for any  of
the other objects or purposes of the Corporation or in connection
with  its  business; to secure such bonds, debentures, notes  and
other  obligations by mortgage or mortgages, or deed or deeds  of
trust,  or  pledge or other lien upon any or all of the property,
rights,  privileges or franchises of the Corporation  wheresoever
situated,  acquired  or to be acquired, and to  pledge,  sell  or
otherwise dispose of any or all of such bonds, debentures,  notes
and  other  obligations  of  the Corporation  for  its  corporate
purposes.

           (j)   To  manufacture, purchase or otherwise  acquire,
own,  mortgage, pledge, sell, assign and transfer,  or  otherwise
dispose of, to invest, trade, deal in and deal with goods,  wares
and merchandise and real and personal property of every class and
description, and in any part of the world.

           (k)  In general, to carry on any business not contrary
to the laws of the State of Delaware.

           (l)   To conduct its business, without restriction  or
limit as to amount, in all or any of its branches in the State of
Delaware   and   in   any  or  all  other  states,   territories,
possessions, colonies, and dependencies of the United  States  of
America,  and  in the District of Columbia, and  in  any  or  all
foreign  countries (provided, always, that the Corporation  shall
not  construct, maintain or operate any public utility within the
State  of  Delaware);  to  have one or more  offices  within  and
outside the State of Delaware; and to purchase, take on lease  or
otherwise  acquire, own, hold, develop, operate, lease,  mortgage
or pledge, sell, assign, transfer, exchange, or otherwise dispose
of  or turn to account, and convey real and personal property  of
every  class  and description or any interest therein,  including
without  limitation  developed or undeveloped mineral  properties
and any and all types of interests therein anywhere in the world.

           (m)   To  carry  out all or any part of the  foregoing
objects   and  purposes  as  principal,  agent,  contractor,   or
otherwise, either alone or in conjunction with any person,  firm,
trust,  association or other corporation, and in any part of  the
world;  and, in carrying on its business and for the  purpose  of
attaining or furthering any of its objects or purposes,  to  make
and  perform contracts of any kind and description,  to  do  such
acts  and things, and to exercise any and all such powers,  as  a
natural  person  could lawfully make, perform,  do  or  exercise,
provided that the same be not inconsistent with the laws  of  the
State of Delaware.

           (n)  To do any and all necessary, suitable, convenient
or  proper  for,  or  in connection with, or incidental  to,  the
accomplishment of any of the purposes, or the attainment  of  any
one  or  more  of  the  objects herein  enumerated,  or  designed
directly   or  indirectly  to  promote  the  interests   of   the
Corporation,  or  to enhance the value of any of its  properties;
and  in general to do any and all things and exercise any and all
powers  which  it  may  now  or  hereafter  be  lawful  for   the
Corporation to do or to exercise under the laws of the  State  of
Delaware  that  may  now  or  hereafter  be  applicable  to   the
Corporation.

It  is  the  intention that, except where otherwise expressed  in
this Article THIRD, the objects and purposes specified in any  of
the  foregoing  clauses of this Article shall not in  anywise  be
limited  or  restricted by reference to, or inference  from,  the
terms of any other clause of this Article or of any other Article
of  this  Certificate of Incorporation, but that the objects  and
purposes  specified in each of the clauses of this Article  shall
be regarded as independent objects and purposes.

It is also the intention that said clauses be construed as powers
as  well  as  objects  and  purposes; and,  generally,  that  the
Corporation shall be authorized to exercise and enjoy  all  other
powers, rights and privileges granted by the laws of the State of
Delaware   to   corporations  organized   thereunder,   and   the
enumeration herein of certain powers is not intended as exclusive
of,  or  a  waiver  of, any of the powers, rights  or  privileges
granted  or  conferred by said laws now or  hereafter  in  force;
provided,  however, that the Corporation shall not carry  on  the
business  of  constructing,  maintaining  and  operating   public
utilities in the State of Delaware, nor carry on any business  or
exercise any powers in any state, district, territory, possession
or  country which a corporation organized under the laws of  such
state, district, territory, possession or country could not carry
on  or exercise, except to the extent permitted or authorized  by
the  laws  of  such  state,  district, territory,  possession  or
country.

FOURTH:    The  total  number  of  shares  of  stock  which   the
Corporation   shall  have  authority  to  issue  is  105,000,000,
consisting  of  5,000,000 shares of Preferred Stock  without  par
value   (hereinafter  called  "Serial  Preference   Stock")   and
100,000,000   shares  of  Common  Stock,  par   value   $1   each
(hereinafter called "Common Shares").

The express terms of the shares of each class are as follows:

                           Division A
          Express Terms of the Serial Preference Stock

Section 1.     Serial Preference Stock may be issued from time to
time  in  one  or  more series.  All shares of Serial  Preference
Stock  shall  be  of  equal rank, and except in  respect  of  the
matters  that  may  be  fixed  by  the  Board  of  Directors   as
hereinafter provided, shall be identical, and each share of  each
series  shall be identical with all other shares of such  series,
except  as  to  the  date  from which dividends  are  cumulative.
Subject to the provisions of this Division, which shall apply  to
all  Serial  Preference Stock, the Board of Directors  hereby  is
authorized  to  provide  for the issuance  of  shares  of  Serial
Preference Stock in series, and by filing a certificate  pursuant
to the applicable law of the State of Delaware, to establish from
time  to  time the number of shares to be included in  each  such
series,  and  to  fix  the designation, powers,  preferences  and
rights  of the shares of each such series and the qualifications,
limitations and restrictions thereof.

The  authority  of the Board of Directors with  respect  to  each
series  shall include, but not limited to, determination  of  the
following:

          (a)  The designation of the series which may be by
distinguishing number, letter and title.

      (b)   The number of shares of the series, which number  the
Board   of  Directors  may  thereafter  (except  where  otherwise
provided in the creation of the series) increase or decrease (but
not below the number of shares thereof then outstanding).

          (c)  The quarterly dividend rate of the series.

          (d)  The dates at which dividends, if declared, shall
be payable, and the dates from which dividends shall be
cumulative.

          (e)  The redemption rights and price or prices, if any,
for shares of the series.

          (f)   The terms and amount of any sinking fund provided
for the Purchase or redemption of shares of the series.

          (g)  The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation.

          (h)   Whether  the  shares  of  the  series  shall   be
convertible into shares of any other class or series of shares of
the  Corporation,  and, if so, the specification  of  such  other
class or series, the conversion price or prices or rate or rates,
any  adjustments  thereof, the date or dates  as  of  which  such
shares  shall  be convertible and all other terms and  conditions
upon which such conversion may be made.

          (i)   Restrictions (in addition to those set  forth  in
Section  6(b)of this Division)on the issuance of  shares  of  the
same series or of any other class or series.

           (j)  The voting rights, if any, of the holders of such
series  in  respect of matters other than those of  which  voting
rights are specifically provided in Section 6 of this Division.

Section 2. The holders of Serial Preference Stock of each series,
in  preference to the holders of Common Shares, shall be entitled
to  receive  out of any funds legally available and when  and  as
declared by the Board of Directors dividends in cash at the  rate
for  such  series  fixed  in accordance with  the  provisions  of
Section 1 of this Division and no more, payable quarterly on  the
dividend  payment  dates fixed for such series.   Such  dividends
shall  be  cumulative, in the case of shares of  each  particular
series,  from and after the date or dates fixed with  respect  to
such series.  No dividends may be paid upon or set apart for  any
of  the Serial Preference Stock for any quarterly dividend period
unless (i) all dividends payable upon any then outstanding Serial
Preference Stock on any dividend payment date occurring prior  to
such  time shall have been paid or funds therefor set apart,  and
(ii)  at the same time a like dividend, ratably in proportion  to
the  respective quarterly dividend rates, shall be paid upon  all
shares  of Serial Preference Stock then outstanding and  entitled
to receive such dividend or funds therefor set apart.

Section  3.  In no event, so long as any Serial Preference  Stock
shall  be  outstanding, shall any dividends,  except  a  dividend
payable in Common Shares, be paid or declared or any distribution
be  made  on  the Common Shares, nor shall any Common  Shares  be
purchased,  retired  or  otherwise acquired  by  the  Corporation
(except out of the proceeds of the sale of Common Shares received
by  the  Corporation on or subsequent to the date on which shares
of  Serial  Preference Stock are first issued),  unless  (i)  all
accrued   dividends  upon  all  Serial  Preference   Stock   then
outstanding payable on all dividend payment dates occurring on or
prior  to  the date of such action shall have been paid or  funds
therefor  set  apart, and (ii) at the date of such  action  there
shall  be no arrearages with respect to the redemption of  Serial
Preference Stock of any series from any sinking fund provided for
shares  of  such  series  in accordance with  the  provisions  of
Section 1 of this Division.

Section 4. (a)  Subject to the express terms of each series,  the
Corporation may from time to time redeem all or any part  of  the
Serial Preference Stock of any series at the time outstanding (i)
at  the  option  of  the  Board of Directors  at  the  applicable
redemption  price  for such series fixed in accordance  with  the
provisions  of Section I of this Division, or (ii) in fulfillment
of  the  requirements of any sinking fund provided for shares  of
such series at the applicable sinking fund redemption price fixed
in  accordance with the provisions of Section I of this Division,
together in each case with (I) all the then unpaid dividends upon
such shares payable on all dividend payment dates for such series
occurring  on or prior to the redemption date plus  (II)  if  the
redemption date is not a dividend payment date for such series, a
proportionate dividend, based on the number of elapsed days,  for
the  period from the day following the most recent such  dividend
payment date through the redemption date.

          (b)   Notice of every such redemption shall be  mailed,
postage  prepaid,  to  the  holders  of  record  of  the   Serial
Preference  Stock  to  be redeemed at their respective  addresses
then appearing on the books of the Corporation, not fewer than 30
days  nor  more  than 60 days prior to the date  fixed  for  such
redemption.  At any time before or after notice has been given as
above   provided,  the  Corporation  may  deposit  the  aggregate
redemption price of the shares of Serial Preference Stock  to  be
redeemed,  together with an amount equal to the aggregate  amount
of  dividends  payable upon such redemption,  with  any  bank  in
Cleveland,  Ohio,  or  New  York, New York,  having  capital  and
surplus of more than $5,000,000, named in such notice, and direct
that  such deposited amount be paid to the respective holders  of
the  shares  of  Serial Preference Stock so to be  redeemed  upon
surrender of the stock certificate or certificates held  by  such
holders.  Upon the giving of such notice and the making  of  such
deposit, such holders shall cease to be stockholders with respect
to such shares and shall have no interest in or claim against the
Corporation with respect to such shares except only the right  to
receive  such  money  from  such  bank  without  interest  or  to
exercise, before the redemption date, any unexpired privileges of
conversion.

          (c)   In  case fewer than all of the outstanding shares
of  any series of Serial Preference Stock are to be redeemed, the
Corporation shall select pro rata or by lot the shares so  to  be
redeemed  in such manner as shall be prescribed by its  Board  of
Directors.

           (d)   If  the  holders of shares of Serial  Preference
Stock  which  shall  have been called for redemption  shall  not,
within  six  years after the notice prescribed  in  Section  4(b)
above  has  been  given,  claim  the  amount  deposited  for  the
redemption thereof, any such bank shall, upon demand, pay over to
the  Corporation such unclaimed amounts and thereupon  such  bank
and  the  Corporation shall be relieved of all responsibility  in
respect thereof and to such holders.

           (e)   Any shares of Serial Preference Stock which  are
(i)  redeemed  by the Corporation pursuant to the  provisions  of
this  Section 4, (ii) purchased and delivered in satisfaction  of
any  sinking fund requirements provided for shares of any  series
of  Serial  Preference Stock, (iii) converted in accordance  with
the express terms of any such series, or (iv) otherwise acquired,
shall  resume  the  status of authorized and unissued  shares  of
Serial Preference Stock without serial designation.

Section 5.     (a)  The holders of Serial Preference Stock of any
series  shall, in case of liquidation, dissolution or winding  up
of the affairs of the Corporation, be entitled to receive in full
out  of  the  assets of the Corporation, including  its  capital,
before  any amount shall be paid or distributed among the holders
of  the Common Shares, the amount fixed with respect to shares of
such  series  in accordance with the provisions of Section  I  of
this  Division,  plus  an amount equal to  (i)  all  then  unpaid
dividends upon such shares payable on all dividend payment  dates
for  such series occurring on or prior to the date of payment  of
the  amount  due  pursuant  to such liquidation,  dissolution  or
winding up, plus (ii) if such date is not a dividend payment date
for such series, a proportionate dividend, based on the number of
elapsed  days,  for  the period from the day following  the  most
recent such dividend payment date through such date of payment of
the  amount  due  pursuant  to such liquidation,  dissolution  or
winding  up.   In case the net assets of the Corporation  legally
available  therefor are insufficient to permit the  payment  upon
all  outstanding shares of Serial Preference Stock  of  the  full
preferential amount to which they are respectively entitled, then
such  net  assets  shall be distributed ratably upon  outstanding
shares  of  Serial  Preference Stock in proportion  to  the  full
preferential amount to which each such share is entitled.

After  payment to holders of Serial Preference Stock of the  full
preferential  amounts as aforesaid, holders of Serial  Preference
Stock  as  such  shall  have no right or  claim  to  any  of  the
remaining assets of the Corporation.

           (b)   The  merger or consolidation of the  Corporation
into  or  with any other corporation, or the merger of any  other
corporation into it, or the sale, lease or conveyance of  all  or
substantially  all the property or business of  the  Corporation,
shall  not be deemed to be a dissolution, liquidation or  winding
up for the purposes of this Division.

Section  6.      (a)   Except as specifically  provided  in  this
Division or by statute and except as may be provided by the Board
of  Directors  in the express terms of any series of  the  Serial
Preference  Stock,  the holders of outstanding Serial  Preference
Stock shall not be entitled to vote.

If,  and so often as, the Corporation shall be in default in  the
payment of dividends on any series of Serial Preference Stock  at
the  time  outstanding in an amount equivalent to  six  quarterly
dividends  on such series of Serial Preference Stock, whether  or
not earned or declared, the holders of Serial Preference Stock of
all  series voting separately as a class and in addition  to  any
other rights which the shares of any series may have to vote  for
Directors,  shall  thereafter be able to  elect,  as  hereinafter
provided,  two  Directors  of the Corporation  who  shall  serve,
except as hereinafter provided, until the next annual meeting  of
the stockholders and until their successors have been elected and
qualified.   When  the special class voting rights  provided  for
herein  shall  have become vested, they shall  remain  so  vested
until  all  accrued and unpaid dividends on the Serial Preference
Stock  of  all  series then outstanding shall have been  paid  or
funds  therefor  set  apart, whereupon  the  terms  of  Directors
elected   by  the  holders  of  Serial  Preference  Stock   shall
automatically  terminate  and the holders  of  Serial  Preference
Stock  shall be divested of their special class voting rights  in
respect  of  subsequent elections of Directors,  subject  to  the
revesting  of  such  special class voting  rights  in  the  event
hereinabove specified in this paragraph.

In   the  event  of  default  entitling  the  holders  of  Serial
Preference  Stock  to elect two Directors as above  specified,  a
special meeting of the holders of Serial Preference Stock for the
purpose  of  electing  such Directors  shall  be  called  by  the
Secretary  of the Corporation upon written request  of,  or  upon
prior  written notice to the Secretary of the Corporation may  be
called by, the holders of record of at least 10% of the shares of
Serial  Preference  Stock of all series at the time  outstanding,
and  notice  thereof shall be given in the same  manner  as  that
required  for  the  annual  meeting  of  stockholders;  provided,
however,  that  the  Corporation shall not be required,  and  the
holders of Serial Preference Stock shall not be entitled, to call
such  special meeting if the annual meeting of stockholders shall
be held within 90 days after the date of receipt by the Secretary
of  the  Corporation of the foregoing written request  or  notice
from  the  holders  of  Serial Preference Stock.  At  any  annual
meeting  of  stockholders  or special  meeting  called  for  such
purpose at which the holders of Serial Preference Stock shall  be
entitled  to  elect Directors, the holders of  35%  of  the  then
outstanding  shares  of Serial Preference Stock  of  all  series,
present  in person or by proxy, shall be sufficient to constitute
a  quorum  for  such purpose, and the vote of the  holders  of  a
majority  of such shares so present at any such meeting at  which
there  shall  be  a quorum shall be necessary and  sufficient  to
elect the members of the Board of Directors which the holders  of
Serial  Preference  Stock are entitled to  elect  as  hereinabove
provided.   If  at any such meeting there shall be  less  than  a
quorum for such purpose present, the holders of a majority of the
shares  of  Serial Preference Stock so present  may  adjourn  the
meeting  for  such purpose only from time to time without  notice
other  than  announcement at the meeting  until  a  quorum  shall
attend.

The  two  Directors who may be elected by the holders  of  Serial
Preference Stock pursuant to the foregoing provisions shall be in
addition  to  the  whole authorized number of  Directors  of  the
Corporation fixed in the By-laws, and nothing in such  provisions
shall  prevent  any  change otherwise  permitted  in  such  whole
authorized number of Directors of the Corporation or require  the
resignation  of any Director elected otherwise than  pursuant  to
such provisions.

     (b)  Except as hereinafter provided, the affirmative vote of
the  holders  of  at  least two-thirds of the  shares  of  Serial
Preference Stock at the time outstanding, given in person  or  by
proxy at a meeting called for the purpose at which the holders of
Serial  Preference Stock shall vote separately as a class,  shall
be necessary to effectuate or validate:

     (i)   Any  amendment,  alteration  or  repeal  of   any
     provision  of the Amended Certificate of Incorporation,
     or  of  the By-laws, of the Corporation, which  affects
     adversely  the voting powers, rights or preferences  of
     the  holders of Serial Preference Stock or reduces  the
     time  for  any  notice to which the holders  of  Serial
     Preference  Stock  may be entitled; provided,  however,
     that  if  such amendment, alteration or repeal  affects
     adversely the rights or preferences of one or more  but
     not  all series of Serial Preference Stock at the  time
     outstanding, only the affirmative vote of  the  holders
     of  at  least  two-thirds of each  series  so  affected
     shall  be  required; and provided,  further,  that  the
     amendment  of the provisions of the Amended Certificate
     of  Incorporation so as to authorize or to increase  or
     decrease  the  authorized amount of any  stock  ranking
     junior  to  the Serial Preference Stock  shall  not  be
     deemed  to  affect adversely the voting powers,  rights
     or  preferences  of  the holders of  Serial  Preference
     Stock;   for   the  purpose  of  this  subsection   the
     reference  to  stock  "ranking  junior  to  the  Serial
     Preference Stock" means and includes all stock  of  the
     Corporation  in  respect of which  the  rights  of  the
     holders  thereof  both as to the payment  of  dividends
     and as to distributions in the event of a voluntary  or
     involuntary liquidation, dissolution or winding  up  of
     the  Corporation  are  junior and  subordinate  to  the
     rights of the holders of the Serial Preference Stock;

     (ii) Any increase  in the authorized amount  of  Serial
     Preference  Stock or the authorization or creation,  or
     any increase in the authorized amount, of any stock  of
     any  class  or any security convertible into  stock  of
     any  class,  ranking prior to or on a parity  with  the
     Serial Preference Stock;

     (iii)  The  voluntary  dissolution,  liquidation  or
     winding up of the affairs of the Corporation;

     (iv) The  sale, lease or conveyance by the  Corporation
     of all or substantially all its property or assets; or

     (v)  The  merger  or consolidation of  the  Corporation
     with   or  into  any  other  corporation,  unless   the
     corporation resulting from such merger or consolidation
     will  have after such merger or consolidation no  class
     of  stock and no other securities either authorized  or
     outstanding ranking prior to or on a parity with Serial
     Preference Stock, except the same number of  shares  of
     stock and the same amount of other securities with  the
     same rights and preferences as the stock and securities
     of   the   Corporation  respectively   authorized   and
     outstanding  immediately  preceding  such   merger   or
     consolidation,  and  each holder of  Serial  Preference
     Stock    immediately   preceding   such    merger    or
     consolidation shall receive the same number of  shares,
     with substantially the same rights and preferences,  of
     the  resulting corporation; provided, however, that  no
     such  consent of the holders of Serial Preference Stock
     shall be required if, at or prior to the time when such
     amendment,  alteration or repeal is to take  effect  or
     when  the  issuance  of any such stock  or  convertible
     security ranking prior to or on a parity with,  or  any
     such  additional shares of, the Serial Preference Stock
     is  to  be made, or when such consolidation or  merger,
     voluntary dissolution, liquidation or winding up, sale,
     lease or conveyance, merger or consolidation is to take
     effect, as the case may be, provision is to be made for
     the redemption of all shares of Serial Preference Stock
     at  the  time outstanding or, in the case of  any  such
     amendment,  alteration  or  repeal,  as  to  which  the
     consent  of  less than all series of Serial  Preference
     Stock  would otherwise be required, for the  redemption
     of all shares of such series of Serial Preference Stock
     the  affirmative  vote  of  which  otherwise  would  be
     required.

Section 7.     The holders of Serial Preference Stock shall  have
no  preemptive  right to purchase, or have offered  to  them  for
purchase,  any  shares or other securities  of  the  Corporation,
whether now or hereafter authorized.

Section 8.     If and to the extent that there are created series
of  Serial  Preference  Stock which are convertible  (hereinafter
called "convertible series") into Common Shares or into shares of
any  other  class  or  series  of  the  Corporation  (hereinafter
collectively called "conversion shares"), the following terms and
provisions shall be applicable to all convertible series,  except
as  may be otherwise expressly provided in the terms of any  such
series.

          (a)   The holder of each share of a convertible  series
may  exercise  the  conversion privilege in  respect  thereof  by
delivering  to any transfer agent for the respective  series  the
certificate for the share to be converted and written notice that
the  holder  elects to convert such share.  Conversion  shall  be
deemed  to have been effected immediately prior to the  close  of
business on the date when such delivery is made, and such date is
referred  to  in this Section as the "conversion date".   On  the
conversion  date  or  as promptly thereafter as  practicable  the
Corporation  shall deliver to the holder of the stock surrendered
for  conversion, or as otherwise directed by him  in  writing,  a
certificate  for the number of full conversion shares deliverable
upon  the conversion of such stock and a check or cash in respect
of  any fraction of a share as provided in subsection (b) of this
Section.  The person in whose name the stock certificate is to be
registered  shall  be  deemed to have  become  a  holder  of  the
conversion  shares  of  record  on  the  conversion   date.    No
adjustment  shall be made for any dividends on  shares  of  stock
surrendered  for  conversion or for dividends on  the  conversion
shares delivered on conversion.

           (b)   The Corporation shall not be required to deliver
fractional  shares  upon conversion of shares  of  a  convertible
series.   If  more  than  one  share  shall  be  surrendered  for
conversion  at  one time by the same holder, the number  of  full
conversion  shares  delivered upon conversion  thereof  shall  be
computed  on  the  basis of the aggregate  number  of  shares  so
surrendered.   If  any fractional interest in a conversion  share
would   otherwise   be  deliverable  upon  the  conversion,   the
Corporation  shall  in  lieu  of delivering  a  fractional  share
therefor  make  an  adjustment therefor in cash  at  the  current
market value thereof, computed (to the nearest cent) on the basis
of the closing price of the conversion share on the last business
day before the conversion date.

For  the  purpose  of  this Section, the "closing  price  of  the
conversion share" on any business day shall be the last  reported
sales  price regular way per share on such day, or,  in  case  no
such  reported sales takes place on such day, the average of  the
reported closing bid and asked prices regular way, in either case
on  the New York Stock Exchange, or, if the conversion shares are
not  listed  or  admitted to trading on  such  Exchange,  on  the
principal  national securities exchange on which  the  conversion
shares  are  listed or admitted to trading as determined  by  the
Board of Directors, which determination shall be conclusive,  or,
if  not  listed or admitted to trading on any national securities
exchange,  the mean between the average bid and asked prices  per
conversion  share in the over-the-counter market as furnished  by
any  member  of  the  National Association of Securities  Dealers
selected  from  time to time by the Board of Directors  for  that
purpose;  and "business day" shall be each day on which  the  New
York Stock Exchange or other national securities exchange or over-
the-counter market used for purposes of the above calculation  is
open for trading.

          (c)   Upon  conversion  of any convertible  series  the
stated  capital  of  the conversion shares  delivered  upon  such
conversion  shall  be the aggregate par value of  the  shares  so
delivered having par value, or, in the case of shares without par
value, shall be an amount equal to the stated capital represented
by  each  such share outstanding at the time of such  conversion.
The  stated  capital of the Corporation shall be  correspondingly
increased or reduced to reflect the difference between the stated
capital of the shares of the convertible series so converted  and
the stated capital of the shares delivered upon such conversion.

          (d)   In  case  of any reclassification  or  change  of
outstanding conversion shares (except a split or combination,  or
a  change  in  par value, or a change from par value  to  no  par
value,  or  a  change from no par value to par value),  provision
shall  be  made as part of the terms of such reclassification  or
change  that the holder of each share of each convertible  series
then  outstanding  shall  have the  right  to  receive  upon  the
conversion of such share, at the conversion rate, or price  which
otherwise  would  be  in effect at the time of  conversion,  with
substantially  the  same  protection  against  dilution   as   is
provided  in the terms of such convertible series, the same  kind
and  amount  of  stock and other securities and  property  as  he
would  have  owned  or  have been entitled to  receive  upon  the
happening  of  any of the events described above had  such  share
been converted immediately prior to the happening of the event.

          (e)  In case the Corporation shall be consolidated with
or  shall  merge into any other corporation, provision  shall  be
made  as  a  part  of the terms of such consolidation  or  merger
whereby  the  holder  of  each share of each  convertible  series
outstanding  immediately prior to such event shall thereafter  be
entitled to such conversion rights with respect to securities  of
the  corporation resulting from such consolidation or  merger  as
shall  be  substantially  equivalent  to  the  conversion  rights
specified  in  the  terms of such convertible  series;  provided,
however,  that  the provisions of this subsection  (e)  shall  be
deemed  to be satisfied if such consolidation or merger shall  be
approved  by the holders of Serial Preference Stock in accordance
with the provisions of Section 6(b) of this Division.

          (f)  The issue of stock certificates on conversions  of
shares of each convertible series shall be without charge to  the
converting  stockholder  for any tax  in  respect  of  the  issue
thereof.  The Corporation shall not, however, be required to  pay
any  tax which may be payable in respect of any transfer involved
in  the registration of shares in any name other than that of the
holder of the shares converted, and the Corporation shall not  be
required  to deliver any such stock certificate unless and  until
the  person or persons requesting the delivery thereof shall have
paid  to  the  Corporation the amount of such tax or  shall  have
established to the satisfaction of the Corporation that such  tax
has been paid.

          (g)   The Corporation hereby reserves and shall at  all
times  reserve  and keep available, free from preemptive  rights,
out of its authorized but unissued shares or treasury shares, for
the  purpose of delivery upon conversion of shares as shall  from
time  to  time  be  sufficient to permit the  conversion  of  all
outstanding shares of all convertible series of Serial Preference
Stock.

Section  9.      For  the  purpose  of  this  Division,  whenever
reference  is  made  to  stock  "ranking  prior  to  the   Serial
Preference  Stock,"  such reference shall mean  and  include  all
stock  of the Corporation in respect of which the rights  of  the
holders  thereof either as to the payment of dividends or  as  to
distributions  in  the  event  of  a  voluntary  or   involuntary
liquidation,  dissolution or winding up of  the  Corporation  are
given  preference  over  the rights  of  the  holders  of  Serial
Preference Stock; and whenever reference is made to stock  "on  a
parity  with  the Serial Preference Stock," such reference  shall
mean and include all stock of the Corporation in respect of which
the  rights  of the holders thereof (i) are not given  preference
over  the rights of the holders of Serial Preference Stock either
as  to  the  payment of dividends or as to distributions  in  the
event  of a voluntary or involuntary liquidation, dissolution  or
winding  up of the Corporation and (ii) either as to the  payment
of  dividends or as to distributions in the event of a  voluntary
or  involuntary  liquidation, dissolution or winding  up  of  the
Corporation, or as to both, rank on an equality (except as to the
amounts fixed therefor) with the rights of the holders of  Serial
Preference Stock.


                           Division B
               Express Terms of the Common Shares

The  Common Shares shall be subject to the express terms  of  the
Serial  Preference  Stock and any series  thereof.   Each  Common
Share shall be equal to each other Common Share.  The holders  of
Common  Shares shall be entitled to one vote for each such  share
upon all questions presented to the stockholders.

FIFTH:    [omitted]

SIXTH:    The Corporation is to have perpetual existence.

SEVENTH:  The private property of the stockholders shall  not  be
subject to the payment of corporate debts to any extent whatever.

EIGHTH:    In  the  absence of fraud, no contract or  transaction
between the Corporation and any other corporation, association or
firm, and no act of the Corporation, shall in any way be affected
or  invalidated by the fact that any of the directors or officers
of  the  Corporation  is  in anywise, pecuniarily  or  otherwise,
interested in, or is a shareholder, director, officer  or  member
of,  or  is  otherwise  connected with, such  other  corporation,
association  or  firm.  A director or officer of the  Corporation
shall  not  be  disqualified  by  his  office  from  dealing   or
contracting with the Corporation, either as vendor, purchaser  or
otherwise; and any director or officer of the Corporation, or any
firm, corporation or association of which any director or officer
is a member, shareholder, director or officer or with which he is
otherwise connected, may, in the absence of fraud, be a party to,
or  pecuniarily  or  otherwise interested  in,  any  contract  or
transaction  of the Corporation; nor shall any such  director  or
officer,  in  the absence of fraud, be liable to account  to  the
Corporation for any profits realized by, from, through  or  as  a
result of any such contract or transaction.

NINTH:     Whenever  a  compromise  or  arrangement  is  proposed
between  this Corporation and its creditors or any class of  them
and/or between this Corporation and its stockholders or any class
of  them, any court of equitable jurisdiction within the State of
Delaware  may,  on  the  application in a  summary  way  of  this
Corporation or of any creditor or stockholder thereof, or on  the
application  of  any  receiver or receivers  appointed  for  this
Corporation under the provisions of Title 8, Section 291  of  the
Revised  Code  of  1953 of said State, or on the  application  of
trustees in dissolution or of any receiver or receivers appointed
for  this Corporation under the provisions of Section 279 of  the
General Corporation Law of the State of Delaware, order a meeting
of the creditors or class of creditors and/or of the stockholders
or  class  of stockholders, of this Corporation, as the case  may
be, to be summoned in such manner as the said court directs.   If
a  majority in number representing three-fourths in value of  the
creditors  or  class of creditors, and/or of the stockholders  or
class  of stockholders, of this Corporation, as the case may  be,
agree  to any compromise or arrangement and to any reorganization
of  this  Corporation  as a consequence  of  such  compromise  or
arrangement,  the  said compromise or arrangement  and  the  said
reorganization  shall, if sanctioned by the court  to  which  the
said  application has been made, be binding on all the  creditors
or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be,  and  also
on this Corporation.

TENTH:     The  following provisions are hereby adopted  for  the
regulation and management of the business and the conduct of  the
affairs  of  the  Corporation and for the  purpose  of  creating,
limiting,  defining and regulating the rights and powers  of  the
directors and of the stockholders, viz.:

          (a)   The  Board of Directors shall have the  power  to
make,  alter,  amend and repeal the By-laws of  the  Corporation,
subject  to the right of the stockholders entitled to  vote  with
respect thereto to alter and repeal By-laws made by the Board  of
Directors.

          (b)   The  Board of Directors shall have power to  fix,
from  time to time, the amount of the accumulated profits of  the
Corporation  to be reserved as working capital or for  any  other
lawful purpose.

          (c)   The  Board of Directors shall have the  power  to
determine, from time to time, whether and to what extent  and  at
which  times and places and under what conditions and regulations
the  accounts and books of the Corporation, or any of them, shall
be open to the inspection of the stockholders; and no stockholder
shall  have any right to inspect any account or book or  document
of  the Corporation, except as conferred by the laws of the State
of  Delaware, unless and until authorized so to do by  resolution
of the Board of Directors or stockholders of the Corporation.

          (d)   The  Board of Directors shall have power, without
the assent or vote of the stockholders, to authorize and to cause
to  be  executed mortgages and liens upon the real  and  personal
property of the Corporation, including after-acquired property.

          (e)   Shares of capital stock of the Corporation of any
class  or classes hereby or hereafter authorized, and any  rights
or  options  entitling the holders thereof to purchase  from  the
Corporation  any  shares of its capital stock  of  any  class  or
classes  or of any series of any class or classes, may be  issued
by  the Corporation from time to time for such consideration  not
less  than  the  par value thereof or, if they  are  without  par
value,  for such consideration as may be determined from time  to
time  by  the  Board of Directors.  The Board of Directors  shall
have authority, as provided by statute, to determine that only  a
part  of  the  consideration  which  shall  be  received  by  the
Corporation for any of the shares of its capital stock  which  it
shall issue from time to time shall be capital.

          (f)    In   addition  to  the  powers  and  authorities
hereinbefore  or by statute expressly conferred  upon  them,  the
Board  of Directors may exercise all such powers and do all  such
acts  and  things as may be exercised or done by the Corporation;
subject, nevertheless, to the provisions of the laws of the State
of  Delaware,  of  this Certificate and of  the  By-laws  of  the
Corporation.

ELEVENTH:  The  Corporation reserves the right to  amend,  alter,
change or repeal any provisions contained in this Certificate  of
Incorporation  in  the  manner now  or  hereafter  prescribed  by
statute,  and all rights conferred upon stockholders  herein  are
granted subject to this reservation.

TWELFTH:   No  holder of any stock of this Corporation  shall  be
entitled as a right to purchase or subscribe for any part of  any
additional  issue of shares of capital stock of  the  Corporation
authorized  herein, or of any issue of any securities convertible
into  any  of  such  shares, and such shares  may  be  issued  or
disposed  of  by  the Board of Directors to such persons,  firms,
corporations or associations, and upon such terms and  conditions
as  the  Board of Directors, in their discretion, may  determine,
without offering any thereof on the same terms or on any terms to
the stockholders then of record or to any class of stockholders.

THIRTEENTH:     To  the  full  extent permitted  by  the  General
Corporation Law of the State of Delaware or any other  applicable
laws  as  presently or hereafter in affect, no  Director  of  the
Corporation shall be personally liable to the Corporation or  its
stockholders for or with respect to any acts or omissions in  the
performance  of  his  or  her  duties  as  a  Director   of   the
Corporation.    No  amendment  to  or  repeal  of  this   Article
THIRTEENTH 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.

FOURTEENTH:    Each person who is or was or had agreed to  become
a Director or officer of the Corporation, or each such person who
is  or  was serving or had agreed to serve at the request of  the
Board  of  Directors  or  an officer of  the  Corporation  as  an
employee  or agent of the Corporation or as a Director,  officer,
employee  or  agent  of another corporation,  partnership,  joint
venture,   trust  or  other  enterprise  (including  the   heirs,
executors,  administrators or estate of such  person),  shall  be
indemnified  by the Corporation to the full extent  permitted  by
the General Corporation Law of the State of Delaware or any other
applicable  laws  as presently or hereafter in  effect.   Without
limiting   the  generality  or  effect  of  the  foregoing,   the
Corporation may enter into one or more agreements with any person
which provide for indemnification greater or, different than that
provided  in  this Article.  No amendment to or  repeal  of  this
Article  FOURTEENTH shall apply to or have hereunder for or  with
respect  to  claims  asserted before or after such  amendment  or
repeal  arising from acts or omissions occurring in whole  or  in
part before the effective date of such amendment or repeal.


                              [End]