EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                          KEYSTONE HERITAGE GROUP, INC.


Article:

1.   The name of the Corporation is Keystone Heritage Group, Inc.

2.   The location and post office  address of the initial  registered  office of
     the  Corporation  in this  Commonwealth  is Ninth and  Cumberland  Streets,
     Lebanon, Pennsylvania 17042.

3.   The Corporation is incorporated  under the Business  Corporation Law of the
     Commonwealth of  Pennsylvania  for the following  purpose or purposes:  The
     purpose or purposes for which the  Corporation  is  incorporated  under the
     Business  Corporation Law of the  Commonwealth of Pennsylvania  are to have
     unlimited power to engage in, and to do any lawful act  concerning,  any or
     all lawful business for which  corporations may be incorporated  under said
     Business Corporation Law.

4.   The term for which the Corporation is to exist is perpetual.

5.   The aggregate  number of shares which the corporation  shall have authority
     to issue is 2,000,000  shares of Common Stock of the par value of $5.00 per
     share.

6.   The name(s) and post office  address(es)  of each  incorporator(s)  and the
     number and class of shares  subscribed  by such  incorporator(s)  is (are):
     Name:  Lance M.  Frehafer,  Address:  881 South Franklin  Street,  Palmyra,
     Pennsylvania 17078: Number and class of shares: 1 share Common Stock.

7.   The shareholders of any class of capital stock of the Corporation shall not
     have the right to cumulate their votes for the election of Directors of the
     Corporation.

8.   To the full extent  permitted  by law,  the Board of Directors is expressly
     vested with the authority to make, alter,  amend and repeal such By-Laws as
     it may deem  necessary or  desirable  for the  Corporation;  subject to the
     statutory power of the  shareholders  to change such action,  but only upon
     the affirmative vote of the holders of the outstanding capital stock of the
     Corporation  entitled to cast at least  seventy-five  percent  (75%) of the
     votes which all shareholders  are entitled to cast thereon  (considered for
     the purpose of this Article 8 as one class) at a regular or special meeting
     of  shareholders  duly convened  after notice to the  shareholders  of that
     purpose.

9.   Any action which may be taken at a meeting of shareholders or of a class of
     shareholders  may be taken  without a meeting if a consent or  consents  in
     writing to such action,  setting forth the action so taken, shall be signed
     by all, but not less than all,  shareholders  who would be entitled to vote
     at a meeting for such purpose and shall be filed with the  Secretary of the
     Corporation.
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10A. For  purposes  of this  Article  10,  the  term  "Acquisition  Transaction"
     includes any action,  proposal, plan or attempt by any corporation or other
     business  entity  or any  person or group to (a) make any  tender  offer or
     exchange  offer for any equity  security of the  Corporation,  (b) merge or
     consolidate the  Corporation or any subsidiary of the  Corporation  with or
     into another  corporation or entity,  (c) purchase or otherwise acquire all
     or  substantially  all of the  assets of the  Corporation  or of any of its
     subsidiaries,  or (d) any transaction or series of transactions  similar in
     purpose, form or effect to any of the foregoing.

B.   The  Board of  Directors  may,  in its sole  discretion,  and it is  hereby
     declared a proper  corporate  purpose for the Board of Directors to oppose,
     recommend or remain neutral with respect to an  Acquisition  Transaction on
     the  basis of the  Board of  Directors'  evaluation  of what is in the best
     interests of the Corporation. When considering whether to oppose, recommend
     or remain neutral with respect to an Acquisition Transaction,  the Board of
     Directors  may,  but is not legally  obligated  to,  evaluate and give such
     consideration as it deems appropriate to, by way of illustration but not of
     limitation, any or all of the following matters:

     1.   The adequacy of the consideration being offered,  not only in relation
          to the then current market price of the Corporation's securities,  but
          also in relation to (a) the historical and present  operating  results
          or financial  position of the  Corporation,  (b) whether equal or more
          favorable  consideration  could be obtained currently or in the future
          in a freely  negotiated  transaction  with another party,  and (c) the
          future value of the Corporation as a continuing independent entity;

     2.   The economic or social effects that the Acquisition  Transaction might
          have on the employees,  depositors and customers of the Corporation or
          its subsidiaries and the communities they serve;

     3.   The  reputations  and  business   practices  of  an  offeror  and  its
          management  and  affiliates  as they might  affect the business of the
          Corporation   and  its   subsidiaries,   the   future   value  of  the
          Corporation's securities and the employees, depositors, customers, and
          the communities served by the Corporation and its subsidiaries; and

     4.   Any   antitrust  or  other   legal,   administrative   or   regulatory
          difficulties that might be created by the Acquisition Transaction.

C.   If the Board of Directors determines that an Acquisition Transaction should
     be  opposed,  it may take any  lawful  action to  accomplish  its  purpose,
     including  but  not  limited  to any or  all  of  the  following:  advising
     shareholders  not to accept  the offer;  litigation  against  the  offeror;
     filing complaints with governmental and regulatory authorities; causing the
     Corporation  to acquire its own  securities;  selling or otherwise  issuing
     authorized but unissued  securities or treasury  stock or granting  options
     with respect  thereto;  making an  acquisition  of another  entity that the
     Board of Directors believes in good faith to be in the best interest of the
     Corporation and that also creates an antitrust or other regulatory
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     problem for the offeror;  and seeking a more  favorable  offer from another
     individual or entity.

11A. For the purpose of this Article 11, the term "Business  Combination"  shall
     mean any one or more of the following transactions:

     1.   Any merger or  consolidation  of the Corporation or any subsidiary (as
          hereinafter  defined)  with  or  into  (i)  any  20%  Shareholder  (as
          hereinafter  defined)  or (ii) any other  corporation  (whether or not
          itself  a  20%  Shareholder)   which  is,  or  after  such  merger  or
          consolidation would be, an Affiliate (as hereinafter defined) of a 20%
          Shareholder, or;

     2.   Any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
          disposition   (in  one   transaction   or  in  a  series  of   related
          transactions)  to or with any 20% Shareholder of assets whether of the
          Corporation or any Subsidiary or Subsidiaries of the  Corporation,  or
          any combination  thereof,  the aggregate value of which is equal to or
          greater  than  10% of  the  Corporation's  consolidated  stockholders'
          equity; or

     3.   The issuance or transfer by the  Corporation  or by any Subsidiary (in
          one  transaction  or in a  series  of  related  transactions)  of  any
          securities of the Corporation or any Subsidiary to any 20% Shareholder
          or Affiliate of a 20% Shareholder in exchange for cash,  securities or
          other property or any  combination  thereof,  having an aggregate fair
          market  value  equal  to or  greater  than  10% of  the  Corporation's
          consolidated stockholders' equity; or

     4.   Any  reclassification  of  securities  (including  any  reverse  stock
          split), recapitalization,  reorganization,  merger or consolidation of
          the  Corporation   with  any  of  its   Subsidiaries  or  any  similar
          transaction  (whether or not with,  into or otherwise  involving a 20%
          Shareholder)  which  has  the  effect,  directly  or  indirectly,   of
          increasing the  proportionate  share of the outstanding  shares of any
          class of equity or  convertible  securities of the  Corporation of any
          Subsidiary,   which  is  directly  or  indirectly  owned  by  any  20%
          Shareholder or any Affiliate of a 20% Shareholder;  provided, however,
          no transaction described in clauses 1 through 4 of this subparagraph A
          of Article 11 shall constitute a Business  Combination if the Board of
          Directors has by  resolution  authorized or ratified the execution and
          delivery  of  a  written   agreement  in   principle,   memorandum  of
          understanding or letter of intent respecting such transaction prior to
          the time the 20% Shareholder  involved in such  transaction  acquired,
          directly or indirectly, more than ten percent (10%) of the outstanding
          capital  stock of the  Corporation  which would be entitled to vote on
          such transaction  (considered in the purpose of this subparagraph A as
          a single class of shares) ("Voting Shares").

B.   Notwithstanding  the  fact  that  by law or by  agreement  with a  national
     securities exchange or otherwise no vote, or a lesser vote, of shareholders
     may be specified or permitted,  and except as otherwise  expressly provided
     in subparagraph C of this Article 11, the  affirmative  vote of the holders
     of the outstanding capital stock of the Corporation entitled

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     to cast at least  eighty-five  percent  (85%) of the Voting Shares shall be
     required to approve any Business Combination.

C.   Notwithstanding  the  provisions  of  subparagraph  B of this Article 11, a
     Business  Combination  shall require the affirmative vote of the holders of
     at least seventy-five percent (75%) of the outstanding Voting Shares if and
     only if all of the following conditions shall have been satisfied:

     1.   The  ratio of (a) the  aggregate  amount  of cash and the fair  market
          value of all  other  consideration  to be  received  in such  Business
          Combination by the Corporation, a Subsidiary, or the holders of Common
          Stock of the Corporation ("Common Stock"), as the case may be, divided
          by the  number  of  shares  of Common  Stock  issued  and  outstanding
          immediately  prior to the first public  announcement  relating to such
          Business  Combination  to (b) the market price of the Common Stock per
          share immediately prior to the first public  announcement  relating to
          such  Business  Combination,  is at least as great as the ratio of (c)
          the highest per-share price (including brokerage commissions, transfer
          taxes and  soliciting  dealers' fees) which such 20%  Shareholder  has
          paid  for any  shares  of  Common  Stock  acquired  by it  within  the
          three-year   period   prior  to  the  record   date  for   determining
          shareholders  entitled to vote on such Business Combination to (d) the
          market  price of the Common  Stock  immediately  prior to the  initial
          acquisition by such 20% Shareholder of any Common Stock).

     2.   The  aggregate  amount  of the  cash and  fair  market  value of other
          consideration  to be  received  in such  Business  Combination  by the
          Corporation,  a Subsidiary or the holders of Common Stock, as the case
          may be,  divided  by the number of shares of Common  Stock  issued and
          outstanding   immediately  prior  to  the  first  public  announcement
          relating to such  Business  Combination,  is not less than the highest
          per-share price (including brokerage  commissions,  transfer taxes and
          soliciting  dealers' fees) paid by such 20%  Shareholder for any block
          of Common Stock owned by it;

     3.   The form of consideration to be received by holders of Common Stock in
          such  Business  Combination  shall  be not  less  favorable  than  the
          consideration  paid by the 20%  Shareholder  in acquiring  the largest
          block of Common Stock already owned by it;

     4.   After such 20% Shareholder has acquired ownership of not less than 20%
          of the then outstanding  Voting Shares (a "20% Interest") and prior to
          the consummation of such Business Combination:

          a)   The 20%  Shareholder  shall have taken all  action  necessary  to
               ensure that the Corporation's  Board of Directors included at all
               times  representation  by Continuing  Director(s) (as hereinafter
               defined)  proportionate to the ratio that the Voting Shares which
               from  time  to  time  are  owned  by  persons  who  are  not  20%
               Shareholders ("Public Holders") bear to all

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               Voting  Shares  outstanding  at  such  respective  times  (with a
               Continuing  Director  to occupy any  resulting  fractional  Board
               position);

          b)   Such 20%  Shareholder  shall not have  acquired  any newly issued
               shares of stock,  directly or  indirectly,  from the  Corporation
               (except upon conversion of convertible  securities acquired by it
               prior to  obtaining  a X%  Interest  or as a result of a pro rata
               stock dividend or stock split); and

          c)   Such 20%  Shareholder  shall  not have  acquired  any  additional
               shares  of  the   Corporation's   outstanding   Common  Stock  or
               securities  convertible  into or  exchangeable  for Common  Stock
               except as a part of the  transaction  which  resulted in such 20%
               Shareholder acquiring its 20% Interest;

     5.   Prior  to the  consummation  of such  Business  Combination,  such 20%
          Shareholder  shall not have (a)  received  the  benefit,  directly  or
          indirectly (except  proportionately  as a stockholder),  of any loans,
          advances,  guarantees,  pledges or other  financial  assistance or tax
          credits provided by the  Corporation,  or (b) made any major change in
          the  Corporation's  business or equity capital  structure  without the
          unanimous approval of the whole Board; and

     6.   A proxy statement meeting the requirements of the Securities  Exchange
          Act of 1934 shall have been mailed to all holders of Voting Shares for
          the  purpose  of  soliciting  shareholder  approval  of such  Business
          Combination.  Such proxy statement shall contain at the front thereof,
          in a prominent place, any  recommendations  as to the advisability (or
          inadvisability)  of the  Business  Combination  which  the  Continuing
          Directors,  or any of  them,  may have  furnished  in  writing  and an
          opinion of a reputable  investment banking firm as to the fairness (or
          lack of fairness) to the terms of such Business Combination,  from the
          point of view of the  holders  of  Voting  Shares  other  than any 20%
          Shareholder (such investment banking firm to be selected by a majority
          of the Continuing  Directors,  to be furnished with all information it
          reasonably  requests and to be paid a reasonable  fee for its services
          upon receipt by the Corporation of such opinion).

D.   Any merger or consolidation of the Corporation or a Subsidiary with or into
     another corporation,  any sale, lease, exchange, mortgage, pledge, transfer
     or  other  disposition  of all  or  substantially  all  the  assets  of the
     Corporation or of a Subsidiary, which is not a Business Combination subject
     to the provisions of  subparagraph B or  subparagraph C of this Article 11,
     shall require the affirmative vote of the holders of at least sixty-six and
     two-thirds percent 662/3%) of the outstanding Voting Shares.

E.   Any plan or proposal for the  liquidation or dissolution of the Corporation
     which would require or permit a distribution of any surplus remaining after
     paying off all debts and liabilities of the Corporation to the shareholders
     in accordance with their  respective  rights and preferences  shall require
     the  affirmative  vote of the holders of at least  sixty-six and two-thirds
     percent  (662/3%)  of  the  outstanding   Voting  Shares;   provided,   the
     affirmative  vote of the holders of at least  eighty-five  percent (85%) of
     the outstanding Voting Shares

<PAGE>
     shall be  required  for any such plan or proposal  which would  permit such
     distribution to shareholders to be made other than in cash.

F.   For the purposes of this Article 11:

     1.   A "person"  shall mean any  individual,  group,  firm,  corporation or
          other entity.

     2.   "20% Shareholder" shall mean, in respect of any Business  Combination,
          any person  (other  than the  Corporation  or any  Subsidiary)  who or
          which,  as of the record date for the  determination  of  shareholders
          entitled  to notice of and to vote on such  Business  Combination,  or
          immediately prior to the consummation of any such transaction.

          a)   Is the beneficial owner, directly or indirectly, of not less than
               twenty percent (20%) of the Voting Shares, or

          b)   Is an  Affiliate  of the  Corporation  and at anytime  within two
               years  prior  thereto  was  the  beneficial  owner,  directly  or
               indirectly,  of not less than twenty  percent (20%) of the Voting
               Shares, or

          c)   Is an assignee of or has otherwise succeeded to any Voting Shares
               which  were  at  any  time   within  two  years   prior   thereto
               beneficially owned by any 20% Shareholder, and 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 the "beneficial owner" of any Voting Shares:

          a)   Which such person or any of its  Affiliates  and  Associates  (as
               hereinafter defined) beneficially own, directly or indirectly, or

          b)   Which such person or any of its  Affiliates or Associates has (i)
               right to acquire  (whether such right is exercisable  immediately
               or only after the passage of time),  pursuant  to any  agreement,
               arrangement or  understanding  or upon the exercise of conversion
               rights,  exchange rights,  warrants or options, or otherwise,  or
               (ii) the right to vote, pursuant to any agreement, arrangement or
               understanding, or

          c)   Which are  beneficially  owned,  directly or  indirectly,  by any
               other person with which such first-mentioned 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 Voting Shares.

     4.   The  outstanding  Voting  Shares  shall  include  shares  deemed owned
          through application of Section 3 above but shall not include any other
          Voting Shares which may be issuable pursuant to any agreement, or upon
          exercise of conversion

<PAGE>

          rights, warrants of options, or otherwise.

     5.   "Continuing  Director"  shall  mean a person  who was a member  of the
          Board of Directors of the  Corporation  elected by the Public  Holders
          prior to the date as of which any 20%  Shareholder  acquired in excess
          of ten  percent  (10%) of the then  outstanding  Voting  Shares,  or a
          person  designated  (before his initial  election as a Director)  as a
          Continuing Director by a majority of the then Continuing Directors.

     6.   "Other  consideration  to be received"  shall mean Common Stock of the
          Corporation  retained by its Public Holders in the event of a Business
          Combination in which the Corporation is the surviving corporation.

     7.   "Affiliate" and "Associate"  shall have the respective  meanings given
          those terms in the General Rules and Regulations  under the Securities
          Exchange Act of 1934.

     8.   "Subsidiary" means any corporation of which a majority of any class of
          equity security (as defined in the General Rules and Regulations under
          the Securities Exchange Act of 1934) is owned, directly or indirectly,
          by the Corporation;  provided,  however,  that for the purposes of the
          definition  of  20%  Shareholder  set  forth  in  Section  2  of  this
          subparagraph F, the term "Subsidiary" shall mean only a corporation of
          which a majority of each class of equity  security is owned,  directly
          or indirectly, by the Corporation.

G.   A majority  of the  Continuing  Directors  shall have the power and duty to
     determine for the purposes of this Article 11, on the basis of  information
     known to them,  (1) the number of Voting Shares  beneficially  owned by any
     person,  (2) whether a person is an Affiliate or Associate of another,  (3)
     whether  a person  has an  agreement,  arrangement  or  understanding  with
     another as to the matters  referred to in Section 3 of  subparagraph F, (4)
     the fair market value of the  consideration  other than cash to be received
     in any Business  Combination,  (5) whether the form of  consideration to be
     received by holder of Common  Stock in a Business  Combination  is not less
     favorable than the consideration paid by a 20% Shareholder in acquiring the
     largest  block  of  Common  Stock  owned  by  it,  and  (6)  whether  a 20%
     Shareholder  has  taken  all  action  necessary  to  ensure   proportionate
     representation  by  Continuing  Directors  on the  Board  of  Directors  or
     purposes of clause 4(a) of subparagraph C of this Article 11.

H.   Any amendment,  alteration, change or repeal of this Article 11 or any part
     hereto  shall  require  the  affirmative  vote of the  holders  of at least
     eighty-five  percent (85%) of the then outstanding Voting Shares;  provided
     that this subparagraph H shall not apply to, and such 85% vote shall not be
     required for, any amendment,  alteration,  change or repeal  recommended to
     the  shareholders by 85% of the whole Board, but only if all members of the
     whole Board are Continuing Directors. If such amendment, alteration, change
     or repeal is recommended  to the  shareholders  by 85% of whole Board,  all
     members of which are Continuing Directors,  the vote required in Article 12
     hereof shall apply.

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I.   Nothing  contained in this Article 11 shall be construed to relieve any 20%
     Shareholder from any fiduciary obligation imposed by law.

     12.  Articles  8, 9, and 10 of these  Articles of  Incorporation,  and this
          Article 12, may not be amended,  altered,  changed or repealed without
          the affirmative  vote of holders of the  outstanding  capital stock of
          the Corporation  entitled to cast at least seventy-five  percent (75%)
          of the votes which all  shareholders are entitled to cast thereon at a
          regular or special meeting of shareholders  duly convened after notice
          of such purpose to the shareholders.


Certified  to be a true and correct  copy of the  Articles of  Incorporation  of
Keystone  Heritage Group, Inc. as filed with the Commonwealth of Pennsylvania on
May 24, 1982.



DATE:  July 7, 1983 ___________________________
                             Secretary

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                            ARTICLES OF INCORPORATION

                          KEYSTONE HERITAGE GROUP, INC.

Article:

     1.   The name of the Corporation is Keystone Heritage Group, Inc.

     2.   The location and post office address of the initial  registered office
          of the  Corporation  in this  Commonwealth  is  Ninth  and  Cumberland
          Streets, Lebanon, Pennsylvania 17042.

     3.   The Corporation is incorporated under the Business  Corporation Law of
          the  Commonwealth  of  Pennsylvania  for  the  following   purpose  or
          purposes:  The  purpose  or  purposes  for  which the  Corporation  is
          incorporated under the Business Corporation Law of the Commonwealth of
          Pennsylvania  are to have unlimited  power to engage in, and to do any
          lawful  act   concerning,   any  or  all  lawful  business  for  which
          corporations may be incorporated under said Business Corporation Law.

     4.   The term for which the Corporation is to exist is perpetual.

     5.   The  aggregate  number of  shares  which the  corporation  shall  have
          authority  to issue is  5,000,000  shares of  Common  Stock of the par
          value of $5.00 per share. (Amended 3-25-86)

     6.   The name(s) and post office  address(es) of each  incorporator(s)  and
          the number and class of shares subscribed by such  incorporator(s)  is
          (are):  Name: Lance M. Frehafer,  Address:  881 South Franklin Street,
          Palmyra,  Pennsylvania  17078:  Number  and class of  shares:  1 share
          Common Stock.

     7.   The  shareholders  of any class of  capital  stock of the  Corporation
          shall not have the right to cumulate  their votes for the  election of
          Directors of the Corporation.

     8.   To the  full  extent  permitted  by law,  the  Board of  Directors  is
          expressly vested with the authority to make,  alter,  amend and repeal
          such  By-Laws  as  it  may  deem   necessary  or  desirable   for  the
          Corporation;  subject to the statutory  power of the  shareholders  to
          change such action,  but only upon the affirmative vote of the holders
          of the outstanding  capital stock of the Corporation  entitled to cast
          at  least   seventy-five   percent   (75%)  of  the  votes  which  all
          shareholders are entitled to cast thereon  (considered for the purpose
          of this  Article 8 as one class) at a regular  or  special  meeting of
          shareholders  duly convened after notice to the  shareholders  of that
          purpose.

     9.   Any  action  which may be taken at a meeting of  shareholders  or of a
          class of  shareholders  may be taken without a meeting if a consent or
          consents in writing to such action, setting forth the action so taken,
          shall be signed by all, but not less than all,  shareholders who would
          be entitled  to vote at a meeting for such  purpose and shall be filed
          with the Secretary of the Corporation.

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                            ARTICLES OF INCORPORATION

                          KEYSTONE HERITAGE GROUP, INC.

Article:

     1.   The name of the Corporation is Keystone Heritage Group, Inc.

     2.   The location and post office address of the initial  registered office
          of the  Corporation  in this  Commonwealth  is  Ninth  and  Cumberland
          Streets, Lebanon, Pennsylvania 17042.

     3.   The Corporation is incorporated under the Business  Corporation Law of
          the  Commonwealth  of  Pennsylvania  for  the  following   purpose  or
          purposes:  The  purpose  or  purposes  for  which the  Corporation  is
          incorporated under the Business Corporation Law of the Commonwealth of
          Pennsylvania  are to have unlimited  power to engage in, and to do any
          lawful  act   concerning,   any  or  all  lawful  business  for  which
          corporations may be incorporated under said Business Corporation Law.

     4.   The term for which the Corporation is to exist is perpetual.

     5.   The  aggregate  number of  shares  which the  corporation  shall  have
          authority  to issue is  10,000,000  shares of Common  Stock of the par
          value of $5.00 per share. (Amended 4-18-95)

     6.   The name(s) and post office  address(es) of each  incorporator(s)  and
          the number and class of shares subscribed by such  incorporator(s)  is
          (are):  Name: Lance M. Frehafer,  Address:  881 South Franklin Street,
          Palmyra,  Pennsylvania  17078:  Number  and class of  shares:  1 share
          Common Stock.

     7.   The  shareholders  of any class of  capital  stock of the  Corporation
          shall not have the right to cumulate  their votes for the  election of
          Directors of the Corporation.

     8.   To the  full  extent  permitted  by law,  the  Board of  Directors  is
          expressly vested with the authority to make,  alter,  amend and repeal
          such  By-Laws  as  it  may  deem   necessary  or  desirable   for  the
          Corporation;  subject to the statutory  power of the  shareholders  to
          change such action,  but only upon the affirmative vote of the holders
          of the outstanding  capital stock of the Corporation  entitled to cast
          at  least   seventy-five   percent   (75%)  of  the  votes  which  all
          shareholders are entitled to cast thereon  (considered for the purpose
          of this  Article 8 as one class) at a regular  or  special  meeting of
          shareholders  duly convened after notice to the  shareholders  of that
          purpose.

     9.   Any  action  which may be taken at a meeting of  shareholders  or of a
          class of  shareholders  may be taken without a meeting if a consent or
          consents in writing to such action, setting forth the action so taken,
          shall be signed by all, but not less than all,  shareholders who would
          be entitled  to vote at a meeting for such  purpose and shall be filed
          with the Secretary of the Corporation.

<PAGE>
I.   Nothing  contained in this Article 11 shall be construed to relieve any 20%
     Shareholder from any fiduciary obligation imposed by law.

     12.  Articles  8, 9, and 10 of these  Articles of  Incorporation,  and this
          Article 12, may not be amended,  altered,  changed or repealed without
          the affirmative  vote of holders of the  outstanding  capital stock of
          the Corporation  entitled to cast at least seventy-five  percent (75%)
          of the votes which all  shareholders are entitled to cast thereon at a
          regular or special meeting of shareholders  duly convened after notice
          of such purpose to the shareholders.


Certified  to be a true and correct  copy of the  Articles of  Incorporation  of
Keystone  Heritage Group, Inc. as filed with the Commonwealth of Pennsylvania on
May 24, 1982.




Amended:  April 18, 1995


DATE:  May 9, 1995 ___________________________
                           Secretary