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                                                                  EXHIBIT 3.38.1




                        CERTIFICATE OF INCORPORATION

                                       OF

                            COMMODORE HOLDINGS, INC.


                                  ARTICLE ONE

        The name of the corporation is Commodore Holdings, Inc. (hereinafter
called the "Corporation").

                                  ARTICLE TWO

        The address of the corporation's registered office in the State of
Delaware is 32 Loockerman Square, Suite L- 100, in the City of Dover, County of
Kent 19901.  The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

                                 ARTICLE THREE

        The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                  ARTICLE FOUR

        The total number of shares which the Corporation shall have the
authority to issue is One Hundred Shares (100), all of which shall be shares of
Common Stock, with a par value of One Cent ($0.01) per share.

                                  ARTICLE FIVE

        The name and mailing address of the incorporator is as follows:


        Name                                      Address
        ----                                      -------

        David N. Britsch                          c/o Kirkland & Ellis
                                                  153 E. 53rd Street
                                                  Suite 3900
                                                  New York, NY 10022


                                  ARTICLE SIX

         The directors shall have the power to adopt, amend or repeal By-Laws,
except as may be otherwise be provided in the By-Laws.
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                                 ARTICLE SEVEN

         The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                                 ARTICLE EIGHT

         Section 1.       Nature of Indemnity.  Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he (or a person of
whom he is the legal representative), is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent which it is empowered to do so by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including
attorneys' fees actually and reasonably incurred by such person in connection
with such proceeding and such indemnification shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except as
provided in Section 2 of this Article Eight, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding
initiated by such person only if such proceeding was authorized by the Board of
Directors of the Corporation.  The right to indemnification conferred in this
Article Eight shall be a contract right and, subject to Sections 2 and 5 of
this Article Eight, shall include the right to payment by the Corporation of
the expenses incurred in defending any such proceeding in advance of its final
disposition.  The Corporation may, by action of the Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.

         Section 2.       Procedure for Indemnification of Directors an
Officers.  Any indemnification of a director or officer of the Corporation
under Section 1 of this Article Eight or advance of expenses under Section 5 of
this Article Eight shall be made promptly, and in any event within 30 days,
upon the written request of the director or officer.  If a determination by the
Corporation that the director or officer is entitled to indemnification
pursuant to this Article Eight is required, and the Corporation fails to
respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have approved the request.  If the Corporation denies a
written request for indemnification or advancing of expenses, in whole or in
part, or if payment in full pursuant to such request is not made within 30
days, the right to indemnification or advances as granted by this Article Eight
shall be enforceable by the director or officer in any court of competent
jurisdiction.  Such
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person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Corporation.  It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for the Corporation
to indemnify the claimant for the amount claimed, but the burden of such
defense shall be on the Corporation.  Neither the failure of the Corporation
(including the Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

         Section 3.       Nonexclusivity of Article Eight.  The rights to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article Eight shall not
be exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

         Section 4.       Insurance.  The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the Corporation or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by
him or her in any such capacity, whether or not the Corporation would have the
power to indemnify such person against such liability under this Article Eight.

         Section 5.       Expenses.  Expenses incurred by any person described
in Section 1 of this Article Eight in defending a proceeding shall be paid by
the Corporation in advance of such proceeding's final disposition unless
otherwise determined by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

         Section 6.       Employees and Agents.  Persons who are not covered by
the foregoing provisions of this Article Eight and who are or were employees or
agents of the Corporation, or who are or were serving at the request of the
Corporation as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may





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be indemnified to the extent authorized at any time or from time to time by the
Board of Directors.

         Section 7.       Contract Rights.  The provisions of this Article
Eight shall be deemed to be a contract right between the Corporation and each
director or officer who serves in any such capacity at any time while this
Article Eight and the relevant provisions of the General Corporation Law of the
State of Delaware or other applicable law are in effect, and any repeal or
modification of this Article Eight or any such law shall not affect any rights
or obligations then existing with respect to any state of facts or proceeding
then existing.

         Section 8.       Merger or Consolidation.  For purposes of this
Article Eight, references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this Article Eight with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

                                  ARTICLE NINE

         The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any
time in the manner now or hereafter prescribed by the laws of the State of
Delaware, and all rights conferred upon stockholders and directors are granted
subject to such reservation.

         I, the undersigned, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation in pursuance of the General
Corporation Law of the State of Delaware, do make and file this Certificate,
hereby declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 5th day of April, 1995.


                                     /s/ David N. Britsch
                                     -------------------------------------------
                                     David N. Britsch, Sole Incorporator






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