Filed 7/31/87

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          MATTHEWS & WRIGHT GROUP, INC.

                    (Pursuant to Sections 242 and 245 of the
                            General Corporation Law)


         The original  Certificate of  Incorporation of Matthews & Wright Group,
Inc.  (the  "Corporation"),  was filed with the  Secretary of State on April 27,
1971 under the name of Benoit and  Skyrm,  Inc.  This  Restated  Certificate  of
Incorporation  was proposed by the directors and adopted by the  stockholders of
the Corporation in the manner and by the vote prescribed by Sections 242 and 245
of the Delaware General Corporation Law and, when effective,  will not result in
a reduction of the capital of the Corporation.

         This  Restated   Certificate  of   Incorporation   further  amends  the
Certificate  of  Incorporation  of the  Corporation  to amend Article  Fourth to
change the par value of the Corporation's Preferred Stock from $100 per share to
no par value; and to add as Article TENTH certain  provisions to the Certificate
of Incorporation.

         The text of the Certificate of  Incorporation  of the  Corporation,  as
amended hereby, is set forth in full as follows:

         FIRST:  The name of the Corporation is

                           Matthews & Wright Group, Inc.

         SECOND:  The  registered  office  of the  Corporation  in the  State of
Delaware is located at 1209 Orange Street, in the City of Wilmington,  County of
New Castle.  The name of its registered agent is The Corporation  Trust Company,
1209 Orange Street, Wilmington, Delaware 19801.

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

         FOURTH: The total number of shares which the Corporation shall have the
authority to issue is 102,000,000  shares, of which 100,000,000  shares shall be
Common  Stock,  par value $.10 per share (the  "Common  Stock"),  and  2,000,000
shares shall be Preferred Stock, no par value per share (the "Preferred Stock").
<PAGE>

         The  Preferred  Stock  may be  issued  from time to time in one or more
series with such designations,  preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall  be  stated  in the  resolutions  adopted  by the  Board  of  Directors
providing for the issuance of such Preferred  Stock or series  thereof;  and the
Board of  Directors  is  hereby  expressly  vested  with  authority  to fix such
designations,  preferences and relative participating, optional or other special
rights  or   qualifications,   limitations  or  restrictions  for  each  series,
including,  but not by way of  limitation,  the power to fix the  redemption and
liquidation preferences,  the rate of dividends payable and the time for and the
priority of payment  thereof and to determine  whether such  dividends  shall be
cumulative  or not and to provide  for and fix the terms of  conversion  of such
Preferred  Stock or any series thereof into Common Stock of the  Corporation and
fix the  voting  power,  if any,  of shares  of  Preferred  Stock or any  series
thereof.

         FIFTH:

                  A.  Election  of  directors  need not be by ballot  unless the
         By-laws of the Corporation shall so provide.

                  B. A director may be removed only by the  affirmative  vote of
         the holders of not less than 60% of the  combined  voting  power of the
         Corporation,  unless  such  removal is  approved  by a majority  of the
         Disinterested  Directors (as defined in Article Seventh), in which case
         the  holders  of a  majority  of  the  combined  voting  power  of  the
         Corporation may remove a director.

         SIXTH: In furtherance and not in limitation of the power conferred upon
the Board of Directors,  the Board of Directors shall have power to make, adopt,
alter,  amend  and  repeal  from  time to time  By-laws  made  by the  Board  of
Directors, subject to Article Ninth.

         SEVENTH:  The  vote of  shareholders  of the  Corporation  required  to
approve any Business  Combination shall be as set forth in this Article Seventh.
The term "Business  Combination"  shall have the meaning ascribed to it in(a)(B)
of this Article; each other capitalized term used in this Article shall have the
meaning ascribed to it in (c) of this Article.

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

                  (1) Any  merger or  consolidation  of the  Corporation  or any
Subsidiary with (i) any Interested  Shareholder or (ii) any other corporation or
entity (whether or not itself an Interested Shareholder) which is, or after each
merger or consolidation would be, an Affiliate of an Interested Shareholder; or

                  (2) any sale, lease, exchange,  mortgage,  pledge, transfer or
other disposition (in one transaction or a series of transactions) to or with an
Interested  Shareholder or any Affiliate of any Interested Shareholder of assets
of the  Corporation or any  Subsidiary  having an aggregate Fair Market Value of
$25,000,000 or more; or
<PAGE>
                  (3)  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 an Interested  Shareholder or any Affiliate
of an Interested  Shareholder  of assets of the  Corporation  or any  Subsidiary
having an aggregate  Fair Market Value of  $25,000,000  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

                  (4) 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

                  (5) any reclassification of securities  (including any reverse
stock  split),  or  recapitalization  of  the  Corporation,  or  any  merger  or
consolidation  of the  Corporation  with any of its  Subsidiaries  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 or
series of stock or securities  convertible  into stock of the Corporation or any
Subsidiary which is directly or indirectly  beneficially  owned by an Interested
Shareholder  or  any  Affiliate  of any  Interested  Shareholder;  shall  not be
consummated  without the affirmative  vote of the holders of at least 60 percent
of the  combined  voting  power of the then  outstanding  shares of stock of all
classes and series of the Corporation entitled to vote generally in the election
of directors  ("Voting Stock"),  in each case voting together as a single class.
Such  affirmative vote shall be required  notwithstanding  the fact that no vote
may be required, or that a lesser percentage may be specified, by law or by this
Certificate  of  Incorporation  or any  resolution or in any agreement  with any
national securities exchange or otherwise.

                  (i) (if applicable) the highest per share price (including any
         brokerage commission, 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;

                  (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; and

                  (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; and
<PAGE>
                  (3)  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 holders of such class or series of Voting  Stock shall be either
cash or the form used 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

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

                  (i)  except as  approved  by a majority  of the  Disinterested
         Directors,  there  shall have been no failure to declare and pay at the
         regular dates therefor the full amount of any dividends (whether or not
         cumulative) payable on any class or series of stock having a preference
         over the Common Stock as to dividends or upon liquidation;

                  (ii) there shall have been (x) no reduction in the annual rate
         of dividends  paid on the Common Stock  (except as necessary to reflect
         any subdivision of the Common Stock),  except as approved by a majority
         of the Disinterested Directors, and (y) 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 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

                  (iii) such  Interested  Shareholder  shall not have become the
         beneficial  owner of any  additional  shares of Voting  Stock except as
         part of the  transaction in which it became an Interested  Shareholder;
         and

                  (5) after such Interested Shareholder has become an Interested
Shareholder,  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,  whether in anticipation of or
in connection with such Business Combination or otherwise; and

                  (6)  a  proxy  or  information  statement  describing  to  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  provision  replacing such Act, rules or regulations) shall be mailed
to  public  shareholders  of the  Corporation  at  least  30 days  prior  to the
consummation  of  such  Business  Combination  (whether  or not  such  proxy  or
information  statements  is  required  to be  mailed  pursuant  to  such  Act or
subsequent provisions).

         (c)  For the purposes of this Article Seventh and Articles Eighth and
              Ninth.

         (A) A "person" shall mean any  individual,  firm,  corporation or other
entity.
<PAGE>
         (B)  "Interested  Shareholder"  shall mean any person  (other  than the
         Corporation or any Subsidiary) who or which:

         (1) is the beneficial  owner,  directly or indirectly,  of more than 20
         percent of the combined voting power of the then outstanding  shares of
         Voting Stock; or

         (2) 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 20 percent or more of the
         combined voting power of the then  outstanding  shares of Voting Stock;
         or

         (3) 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.

         (C) A person shall be a "beneficial owner" of any Voting Stock;

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

         (2) which such person or any of its  Affiliates or  Associates  has (a)
         the 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 (b) the right to vote or
         direct   the  vote   pursuant   to  any   agreement,   arrangement   or
         understanding; or

         (3) 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.

         (D) For the purposes of  determining  whether a person is an Interested
Shareholder  pursuant to (c)(B) of this Article Seventh, the number of shares of
Voting Stock deemed to be outstanding  shall include shares deemed owned through
application  of (c)(C) of this Article 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.

         (E)  "Affiliate"  and  "Associate"  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 May 1, 1984.

         (F)  "Subsidiary"  means any  corporation  of which more than 50% whose
outstanding  stock 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 (c)(B) of this
Article Seventh 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.
<PAGE>
         (G) "Disinterested Director" means 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.

         (H) "Fair Market Value" means:

         (1) in the case of stock,  the  highest  closing  sale  price  during a
         30-day period immediately  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 Composite  Tape, on the
         New York  Stock  Exchange,  or,  if such  stock is not  listed  on such
         Exchange, 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 sales price or bid quotation with respect to a share of
         such stock during the 30-day  period  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 stock of any class or series  which is not traded on
         any  United   States   registered   securities   exchange  nor  in  the
         over-the-counter  market or 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.

         (I) In the event of any Business  Combination in which the  Corporation
survives,  the phrase "other  consideration to be received" as used in (b)(B)(1)
and (2) of this Article  Seventh shall include the shares of Common Stock and/or
the  shares of any other  class of  outstanding  Voting  Stock  retained  by the
holders of such shares.

         (J) "Announcement  Date" means the date of first public announcement of
the proposed Business Combination.

         (K)  "Determination  Date"  means  the  date on  which  the  Interested
Shareholder became an Interested Shareholder.

         (d) A majority of the Disinterested  Directors of the Corporation 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 Seventh, including, without limitation,

         (A) whether a person is an Interested Shareholder,

         (B) the  number of shares of  Voting  Stock  beneficially  owned by any
person,

         (C) whether a person is an Affiliate or Associate of another person,
<PAGE>
         (D) whether the  requirements  of (b) of this Article Seventh have been
met with respect to any Business Combination, and

         (E)  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 $25,000,000 or more. 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 Seventh.

         (e) Nothing  contained  in this Article  Seventh  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
60 percent of the voting power of the Voting Stock,  voting together as a single
class,  shall be required to alter,  amend, or repeal this Article Seventh or to
adopt any provision inconsistent therewith.

         EIGHTH:  Any  purchase  of  Voting  Stock  by  the  Corporation  or any
Subsidiary  from an  Interested  Shareholder  who has  Beneficially  Owned  such
securities for less than three years prior to the date of such  purchase,  other
than pursuant to an offer to the holders of all of the outstanding shares of the
same  class as those so  purchased,  at a per share  price in excess of the Fair
Market  Value at the time of such  purchase  of the shares so  purchased,  shall
require  the  affirmative  vote  of  the  holders  of  60%  in  interest  of the
outstanding  Voting  Stock of the  Corporation,  not  Beneficially  Owned by the
Interested Shareholder, voting together as a single class.

         NINTH:  Notwithstanding  any other  provision  of this  Certificate  of
Incorporation  or the By-laws of the  Corporation  (and in addition to any other
vote that may be required  by law,  this  Certificate  of  Incorporation  or the
By-laws),  the affirmative vote, in person or by proxy, at any meeting called as
provided in the  By-laws,  of the holders of 60% in interest of the  outstanding
Voting  Stock of the  Corporation  (considered  for this  purpose  as one class)
including the holders of 60% in interest of the outstanding  Voting Stock of the
Corporation  held by  persons  other  than an  Interested  Shareholder  shall be
required to amend,  alter or repeal any  provision of Article  Seventh,  Article
Eighth or this Article Ninth of this  Certificate of  Incorporation or to amend,
alter or repeal Section 1.2,  Section 2.1,  Section 2.2, Section 2.4, or Section
2.8 of the By-laws of the Corporation or to adopt any new provision inconsistent
with such Articles or By-laws;  provided,  however,  that such provisions may be
amended, altered, repealed or adopted, by either (a) the affirmative vote of 60%
of the  Disinterested  Shareholders  or (b) the  approval  of a majority  of the
Disinterested  Directors  and the  holders  of a  majority  in  interest  of the
outstanding  Voting Stock of the  Corporation.  For the purposes of this Article
Ninth  the  term   "Disinterested   Shareholders"  shall  mean  holders  of  the
outstanding Voting Stock of the Corporation other than Interested Shareholders.

         TENTH: A director of the Corporation  shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (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 General  Corporation Law of the
State of Delaware, or (iv) for an transaction from which the director derived an
improper personal benefit.
<PAGE>
         If the General  Corporation  Law of the State of Delaware is amended to
authorize the further  elimination  or limitation of the liability of directors,
then the  liability  of a director of the  Corporation  shall be  eliminated  or
limited to the fullest extent  permitted by the General  Corporation  Law of the
State of Delaware, as so amended.

         Any repeal or modification  of this Article by the  stockholders of the
Corporation  shall not adversely affect any right to protection of a director of
the Corporation existing at the time of such repeal or modification.
<PAGE>
         WE, THE  UNDERSIGNED,  George W. Benoit and Alan D. Aschner,  being the
duly elected and acting President and Secretary of the above named  corporation,
respectively,  do make and  file  this  restated  certificate  of  incorporation
pursuant  to the  provision  of  Section  242  and 245 of the  Delaware  General
Corporation Law and hereby declare and certify that this Restated Certificate of
Incorporation  has been duly adopted in accordance  with the provisions of those
sections and,  intending  that this be an  acknowledgment  within the meaning of
Section 103 of the Delaware General Corporation Law, have executed this document
on May 20, 1987.

ATTEST:



   /s/ Alan D. Aschner                /s/ George W. Benoit
   ------------------------           ---------------------------
         Alan D. Aschner                  George W. Benoit
            Secretary                         President



(CORPORATE SEAL)
<PAGE>
Filed 6/8/89

                            CERTIFICATE OF AMENDMENT
                                       OF
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          MATTHEWS & WRIGHT GROUP, INC.

         MATTHEWS & WRIGHT  GROUP,  INC., a  corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:   That  the  Restated   Certificate  of  Incorporation  of  said
         corporation was amended by changing  Article FOURTH thereof so that, as
         amended, said Article now reads as follows:

         "FOURTH:  The total number of shares which the  Corporation  shall have
the authority to issue is 12,000,000 shares; of which 10,000,000 shares shall be
Common  Stock,  par value $.10 per share (the  "Common  Stock"),  and  2,000,000
shares shall be Preferred Stock, no par value per share (the "Preferred Stock").

         The  Preferred  Stock  may be  issued  from time to time in one or more
series with such designations,  preferences and relative participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall  be  stated  in the  resolutions  adopted  by the  Board  of  Directors
providing for the issuance of such Preferred  Stock or series  thereof;  and the
Board of Directors  is hereby  vested with  authority to fix such  designations,
preferences  and relative  participating,  optional or other  special  rights or
qualifications,  limitations or restrictions for each series, including, but not
by  way  of  limitation,  the  power  to  fix  the  redemption  and  liquidation
preferences,  the rate of dividends payable and the time for and the priority of
payment  thereof and to determine  whether such dividends shall be cumulative or
not and to provide for and fix the terms of conversion of such  Preferred  Stock
or any series  thereof into Common Stock of the  Corporation  and fix the voting
power, if any, of shares of Preferred Stock or any series thereof."

         SECOND: That the above amendment was approved by the Board of Directors
         of said  corporation,  at a meeting  duly held and was  approved at the
         1989 Annual Meeting of Shareholders,  in accordance with the applicable
         provisions of Section 242 of the General  Corporation  Law of the State
         of Delaware.

         THIRD:  That the capital of said  Corporation will not be reduced under
         or by reason of said amendment.
<PAGE>
         IN  WITNESS  WHREOF,  MATTHEWS & WRIGHT  GROUP,  INC.  has caused  this
certificate  to be signed by Roger J. Burns as Vice  President,  and attested by
Susan Forsyth, as Assistant Secretary, this 7th day of June, 1989.

                                    MATTHEWS & WRIGHT GROUP, INC.


                                    By:    /s/ Roger J. Burns
                                        ------------------------------    
                                        Roger J. Burns, Vice President

(SEAL)

ATTEST:


/s/ Susan Forsyth
-------------------------------
Susan Forsyth, Asst. Secretary

State of New York )
                              )     SS.:
County of New York)

         BE IT REMEMBERED that, on June 7, 1989, before me, a Notary Public duly
authorized by law to take  acknowledgement  of deeds,  personally  came Roger J.
Burns,  Vice  President of Matthews & Wright  Group,  Inc.,  who duly signed the
foregoing instrument before me and acknowledged that such signing is his act and
deed, that such instrument as executed is the act and deed of said  corporation,
and that the facts stated therein are true.

         GIVEN under my hand on June 7, 1989.

                                                      /s/ John A. Begley
                                                      --------------------------
                                                              Notary Public
<PAGE>
Filed 9/14/90



                            CERTIFICATE OF AMENDMENT
                                       OF
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          MATTHEWS & WRIGHT GROUP, INC.


         MATTHEWS & WRIGHT  GROUP,  INC., a  corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:   That  the  Restated   Certificate  of  Incorporation  of  said
corporation,  as amended, was further amended by changing Article FOURTH thereof
so that, as now amended, said Article now reads as follows:

         "FOURTH:  The total number of shares which the  Corporation  shall have
         the  authority  to issue is  10,000,000  shares,  all of which shall be
         Common Stock, par value $.10 per share (the "Common Stock")."

         SECOND: That the above amendment was approved by the Board of Directors
of said corporation,  at a meeting duly held and was approved at the 1990 Annual
Meeting of Shareholders, in accordance with the applicable provisions of Section
242 of the General Corporation Law of the State of Delaware.

         THIRD:  That the capital of said  Corporation will not be reduced under
or by reason of said amendment.
<PAGE>
         IN WITNESS  WHEREOF,  MATTHEWS & WRIGHT  GROUP,  INC.  has caused  this
certificate to be signed by Roger J. Burns as First Vice President, and attested
by Susan Forsyth, as Assistant Secretary, this 9th day of August, 1990.

                                       MATTHEWS & WRIGHT GROUP, INC.



                                       By:    /s/ Roger J. Burns
                                           ----------------------------
                                                         Roger J. Burns
                                                   First Vice President

(Seal)

ATTEST:



     /s/ Susan Forsyth
------------------------------
Susan Forsyth, Asst. Secretary


State of New York )
                              )     SS.:
County of New York)

         BE IT REMEMBERED  that,  on August 9, 1990,  before me, a Notary Public
duly authorized by law to take  acknowledgement of deeds,  personally came Roger
J. Burns, First Vice President of Matthews & Wright Group, Inc., who duly signed
the foregoing instrument before me and acknowledged that such signing is his act
and  deed,  that  such  instrument  as  executed  is the  act  and  deed of said
corporation, and that the facts stated therein are true.

         GIVEN under my hand on August 9, 1990.


                                                      /s/ John A. Begley
                                                      --------------------------
                                                              Notary Public
<PAGE>
Filed 12/2/91

                            CERTIFICATE OF AMENDMENT
                                       OF
                          MATTHEWS & WRIGHT GROUP, INC.

         It is hereby certified that:

         1. The name of the corporation  (hereinafter  called the "corporation")
is Matthews & Wright Group, Inc.

         2. The  certificate  of  incorporation  of the  corporation  is  hereby
amended by striking out Article  First  thereof and by  substituting  in lieu of
said Article First the following new Article First:

         "FIRST:  The name of the corporation is Helmstar Group, Inc."

         3. The amendment of the certificate of  incorporation  herein certified
has been duly adopted in accordance  with the provisions of Sections 228 and 242
of the General  Corporation Law of the State of Delaware.  Prompt written notice
of the  adoption  of the  amendment  herein  certified  has been  given to those
stockholders who have not consented in writing  thereto,  as provided in Section
228 of the General Corporation Law of the State of Delaware.

Signed and attested to on November 27, 1991.

                                      MATTHEWS & WRIGHT GROUP, INC.


                                      By:  /s/ George W. Benoit
                                          ---------------------------
                                               George W. Benoit
                                               Chairman of the Board
                                               and President

ATTEST:


/s/ Alan D. Aschner
---------------------------
Alan D. Aschner, Secretary
<PAGE>
Filed 5/7/92

             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT



It is hereby certified that:

1.       The name of the corporation (hereinafter called the "corporation") is

                           HELMSTAR GROUP, INC.

2. The  registered  office of the  corporation  within the State of  Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901, County
of Kent.

3. The  registered  agent of the  corporation  within the State of  Delaware  is
hereby  changed to The  Prentice-Hall  Corporation  System,  Inc.,  the business
office of which is identical  with the registered  office of the  corporation as
hereby changed.

4.  The  corporation  has  authorized  the  changes  hereinbefore  set  forth by
resolution of its Board of Directors.

Signed on January 15, 1992.


                                                 /s/ Nicholas J. Letizia
                                                 -----------------------------
                                                       Nicholas J. Letizia,
                                                          Vice President

Attest:


 /s/ Susan Forsyth
----------------------
    Susan Forsyth
 Assistant Secretary