EXHIBIT 3.1


           AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                  OF

                       THE WESTERN SYSTEMS CORP.


     THE WESTERN SYSTEMS CORP. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, does
hereby certify:

          I.   The name of the Corporation is The Western Systems
Corp.

          II.  The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the Stare of
Delaware on May 30, 1978 under then name Vigilance Systems Corp.

          III. This Amended and Restated Certificate of Incorporation
of the Corporation further amends and restates the Certificate of
Incorporation of the Corporation, as amended prior to the date hereof,
by principally (a) revising those provisions of Article First relating
to the name of the Corporation, (b) deleting those provisions set
forth in Article Third as to the nature of the Corporation's business
or purposes to be conducted or promoted other than to engage in any
lawful act or activity for which corporations may be organized under
the General Corporation Law of the State of Delaware, (c) increasing
the number of shares of Common Stock authorized in Article Fourth and
decreasing the par value per share of such Common Stock, (d) deleting
Article Fifth in its entirety that sets forth the names and addresses
of the Incorporators, (e) deleting Article Sixth in its entirety
relating to the perpetual existence of the Corporation, (f) deleting
certain provisions of Article Seventh relating to specified powers of
the Board of Directors of the Corporation, including such Board's
ability to designate one or more committees of such Board, (g)
deleting certain provisions of Article Eighth relating to meetings of
stockholders being held and books of the Corporation being kept within
or outside of the State of Delaware, (h) deleting Article Ninth in its
entirety regarding the Corporation's reservation of the right to
amend, alter, change or repeal any provision contained in the
Certificate of Incorporation of the Corporation, (i) deleting Article
Tenth in its entirety relating to the classification of directors and
(j) revising those provisions of Article Eleventh relating to the
elimination of personal liability of directors and the indemnification
of persons acting on behalf of the Corporation.

          IV.  The amendments and the restatement of the Certificate
of Incorporation of the Corporation herein certified have been duly
adopted by the directors and stockholders of the Corporation in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

<PAGE>  76

          V.   The text of the Certificate of Incorporation of the
Corporation as amended or supplemented heretofore is hereby restated,
integrated and further amended to read in its entirety as follows:

          "FIRST:   The name of the Corporation is "American Country
     Holdings Inc." (the "Corporation").
          SECOND:   The address of its registered office in the State
     of Delaware is Corporation Trust Center, 1209 Orange Street, City
     of Wilmington, County of New Castle.  The name of its registered
     agent at such address is The Corporation Trust Company.

          THIRD:    The nature of the business or purposes to be
     conducted or promoted is to engage in any lawful act or activity
     for which corporations may be organized under the General
     Corporation Law of the State of Delaware (the "DGCL").

          FOURTH:   The total number of shares of stock which the
     Corporation shall have authority to issue is sixty-two million
     (62,000,000) shares, of which sixty million (60,000,000) shares
     are to be shares of Common Stock, $.01 par value per share, and
     two million (2,000,000) are to be shares of Preferred Stock, $.10
     par value per share.

          The Board of Directors of the Corporation is authorized to
     issue shares of Preferred Stock from time to time in one or more
     series for such consideration as it may determine; to fix or
     alter the voting powers, designations, preferences and rights,
     including, but not limited to, dividend rights, dividend rate or
     rates, conversion rights, and terms of redemption (including
     sinking fund provisions), redemption price or prices and
     liquidation preferences, or any of them, as to wholly unissued
     series of shares of Preferred Stock; and to fix the number of
     shares constituting any such series and designation thereof, or
     any of them, and to increase or decrease the number of shares of
     any series subsequent to the issue of shares of that series, but
     not below the number of shares of that series then outstanding.
     In case the number of shares of such series be so decreased, the
     shares constituting such decrease shall resume the status which
     they had prior to the adoption of the resolution originally
     fixing the number of shares of such series.

          FIFTH:    In furtherance and not in limitation of the
     rights, powers, privileges and discretionary authority granted or
     conferred by the DGCL or other statutes or laws of the State of
     Delaware, the Board of Directors of the Corporation is expressly
     authorized to adopt, amend or repeal the By-Laws of the
     Corporation. The Corporation may in its By-Laws confer powers
     upon its Board of Directors in addition to the foregoing and in
     addition to the powers and authorities expressly conferred upon
     the Board of Directors of the Corporation by applicable law.

          SIXTH:    Elections of directors need not be by written
     ballot unless and to the extent that the By-Laws of the
     Corporation so provide.

<PAGE>  77

          SEVENTH:  To the fullest extent that the DGCL, as it exists
     on the date hereof or as it may hereafter be amended, permits the
     limitation or elimination or the liability of directors, no
     person serving as a director of the Corporation shall be
     personally liable to the Corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director,
     provided, however, that the foregoing shall not eliminate or
     limit the liability of a director (i) for any breach of the
     director's duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or
     which involve intentional misconduct or a knowing violation of
     law, (iii) under Section 174 of the DGCL, or (iv) for any
     transaction from which the director derived an improper personal
     benefit. Neither the amendment to or repeal of this Article
     Seventh nor the adoption of any provision of any Certificate of
     Incorporation of the Corporation inconsistent with this Article
     Seventh shall adversely affect any right or protection existing
     under this Article Seventh at the time of such amendment or
     repeal.

          EIGHTH:   The Corporation shall, to the fullest extent
     permitted by Section 145 of the DGCL, as the same may be amended
     and supplemented, or by any successor thereto, indemnify any and
     all persons whom it shall have power to indemnify under said
     Section 145 from and against any and all of the expenses,
     liabilities or other matters referred to in or covered by said
     Section 145.  The Corporation shall advance expenses to the
     fullest extent permitted by said Section 145.  Such right to
     indemnification and advancement of expenses shall continue as to
     a person who has ceased to be a director, officer, employee or
     agent and shall inure to the benefit of the heirs, executors and
     administrators of such a person. The indemnification and
     advancement of expenses provided for herein shall not be deemed
     exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under
     any By-Law of the Corporation, agreement, vote of stockholders or
     disinterested directors, or otherwise."

<PAGE>  78

          IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation of the Corporation to be
signed by its Acting Chief Executive Officer and to be attested to by
its Secretary on this 25th day of July, 1997.

                              THE WESTERN SYSTEMS CORP.



                              By:  /s/  William J. Barrett
                                   ------------------------------
                                   William J. Barrett
                                   Acting Chief Executive Officer

Attest:


By:  /s/ Ann C. W. Green
     ------------------------
     Ann C. W. Green
     Secretary